Avengers' Ghost 2: Past Shadows
by Goliath101
Summary: After the Battle of New York, Earth's Mightiest Heroes have gone their separate ways. But when a nightmare from Danny Phantom's past returns, the Avengers must assemble once again to stop a threat everything they hold dear. But are things really what they seem?
1. Chapter 1

**Disclaimer: All rights belong to the respective owners; Marvel and Nickelodeon/Butch Hartman. The author of this story owns nothing; this story is for fun, not money or profit of any kind.**

 **Avengers' Ghost 2: Past Shadows**

By Goliath101

 _And there came a day, a day unlike any other. A day when Earth's Mightiest Heroes and Heroines united against a common threat. On that day, the Avengers were born- to fight the battles that no single superhero could withstand! Through the years, their roster has prospered, changing many times. But their glory has never been denied! Heed the call, heroes- for now, the Avengers Assemble!_

 **Chapter 1: A New Day, An Old Threat**

Missiles flew through the air, exploding in a circle pattern, leaving a smoking crater in the road. The person the missiles were aimed at; who was, at present, crawling out of the crater; groaned, and cracked his neck. The young man had pure white hair that put fresh snow to shame, and glowing green eyes. He wore a sleek black costume with white gloves, boots, and flowing white cape attached to the collar. On his chest was a stylized emblem in the shape of a white ' _D'_ with a black ' _P'_ silhouette in the center.

Danny Phantom was having a busy morning. Skulker had gotten some _major_ upgrades. After the Battle for New York three years ago, the ghosts that still bothered to show up had stepped up their game. Skulker, Ghost Zone's Greatest Hunter, had taken a particular interest in getting better. His favorite prey, the young halfa, had become stronger, and Skulker was even more determined than ever to have Danny's pelt.

"How disappointing, Ghost Child," Skulker leered. "After the commotion you and your new Super Friends caused in New York, I was expecting you to be even more powerful." Danny glared up at his old foe. "We're not _Super Friends,_ " he growled. "We're _Avengers_!" He launched himself in the air at full speed. Skulker grinned, an expression that looked wholly unsettling on a robotic suit of armor with a flaming green mohawk.

"Yes," he snarled, as Phantom drew closer. "That's the fire I've wanted to see." As Danny got close, Skulker lashed out with a glowing red whip, lined with spikes. The whip slashed across Danny's chest and shoulder. Danny yelled out in pain. That was new! And painful! Skulker lashed out again, this time wrapping the whip around Danny's torso; trapping his arms. Despite his impressive strength, Danny couldn't break free. And he lifted the SHIELD Helicarrier, for crying out loud! He tried his ice powers, but nothing happened!

"Like my new toy?" Skulker asked. "With Plasmius out of the picture, his vault of experimental weapons were free for the taking! This was one of the mere trinkets he had made for you, before the Dis-asteroid incident. I only recently managed to integrate it into my systems. It nullifies your ghost powers, as well as your strength!" Vlad Masters, aka Vlad Plasmius, was Danny's arch-nemesis. He was left stranded in space when his ego got the better of him, and hadn't been seen or heard from since. Now a pariah to the people of Earth, both good and evil, he remained in exile among the stars.

With Vlad gone, his wealth, holdings, and business; the company known as VladCo., as well as his own personal foundation, the Dalv Foundation; had been left untouched for a brief period. Companies like Stark Industries absorbed portions of VladCo. After the Battle of New York, SHIELD gave Danny and his family a substantial amount of Vlad's wealth they had seized; as restitution for the anguish Vlad had caused Danny, his family. They kept some, while donating most of it to various charities.

The former Mayor's mansion in ultra posh Polter Heights; a ritzy area in Amity Park that Danny and his family had lived in briefly; was left abandoned after the government seized all that Vlad had owned, and the property was put up for sale. No one had even made any offers, despite the desirable location. It was quickly becoming run down, now resembling a massive haunted house.

"So, you pilfered it from the Fuitloop," Danny spat. "What's wrong? Couldn't make anything yourself, so you rely on his crap?" Skulker leaned in close to his prey. "Whatever gets the job done, welp. Besides," he said. "I don't see any of the other Avengers here. You're all alone. And at my mercy." Phantom glared at his foe. "We broke the band up for a reason," he said. "The world doesn't need a standing team of heroes. But you should know something. I'm never alone!"

"Boo!" Skulker raised a metal eyebrow as he heard the small voice behind him. He turned around, only to be introduced to a white boot. Upon impact, Skulker's head detached from his body, which crashed to the ground, dragging Danny down with him. "Ah, crud," Danny muttered as he headed towards the ground with Skulkers armor. Skulker's attacker was none other than Dani Phantom, the younger female clone of Danny Phantom. "Kept ya waiting, huh?"

Danny snorted at the phrase. The 14-going-on-15 year-old Dani had been playing too many video games. Again. "Thanks, Danielle," Danny said. He struggled to free himself from the whip, but to no avail. "Uh, Tuck? You mind hacking his systems?" Danny's long-time best friend, Tucker Foley, the mayor of Amity Park, drove the Specter Speeder up to the scene. "No problem, dude," he replied. "Lucky it was my day off, am I right?" He got out of the vehicle, and took out his newest PDA. As he began to hack Skulker's systems, Danny noticed Skulker's head trying to run away.

"Hey, Sam," he shouted. "We've got a runner!" His other best friend/girlfriend, Sam Manson, jumped out of the Speeder, Fenton Thermos in hand. "I got him," she said, calmly. Aiming the Thermos, she sucked up the little ghost hunter inside. "Piece of cake," she said, twirling the thermos on one finger like a basketball.

"I'm in," announced Tucker. The whip retracted into the armor's gauntlet, spinning Danny around at high speed as the whip unwound around him. Dizzy for a moment, Danny held his head as he gained his balance. Walking over to the remains of Skulker's armor, he ripped the device off of the gauntlet that housed the menacing whip. "This might come in handy later on," Danny said. Danielle then used her own Fenton Thermos to suck up the remainder of Skulker's armor. "Wow," Tucker said. "I still can't believe his systems are still so easy to hack into. You'd think he'd invest in better software, after all this time."

"I'm not complaining," Danny said, cracking his neck. "You're the man, Tuck." Sam walked up to Danny, and ran her fingers across the gash in Danny's chest from Skulker's whip, which had begun to slowly heal. "Are you okay?" she asked. Danny nodded, and grabbed her hand softly, his cool fingers wrapping around her warm ones. "I'm fine," he assured her. "Believe me, I've had much worse." Didn't Sam know it, too. She couldn't count the number of times Danny had come to her window in the middle of the night, wounded, and in need of patching up.

But Danny, being stubborn and not wanting her to worry, always brushed off the agony he must have felt as nothing. She remembered, a bit too vividly, the large, brutal burn Danny had on his back one night he had received from a particularly nasty ghost fight. But such was the price she was more than willing to pay for him. He needed her, every bit as much as she needed him. That was shortly before the Dis-asteroid. It was when she began to admit to herself that she had feelings for Danny that were more than just best friends. In the last three years, they had only grown closer.

Danny was about to kiss Sam, when a loud roar of an engine came around the corner. The Fenton Family Assault Vehicle roared around the block, and Jack and Maddie Fenton; Danny's parents, and Danielle's adoptive parents; jumped out, weapons ready. "FREEZE, SPOOK," Jack bellowed. "Oh, wait. Did we miss it?" Danny chuckled at his parents. Thank God they were on his side, now!

…...

Later, at the house, the family of Fentons were relaxing. Now 18, Danny Fenton had graduated high school, and was thinking of moving into his own place with Sam. But, for now at least, he was still living at home with his folks. Jazz was also at home, on break from her studies as Yale. Danny was glad to see his big sister, again.

"Hey, Danny," Jack said, looking up from another invention he was toying with. "Yeah?" asked both Danny and Dani. "Uh...," Jack said, still getting used to there being two 'Danny/i's' in the house. "Danny, my son. Guess what? I got a phone call last night from an old high school buddy, Bruce Banner! You know, the guy who turns green and huge when he gets mad?"

Danny rolled his eyes at his Dad's... shall we say, amusing occasional ignorance. "Uh, yeah, Dad," Danny said. "We fought together in New York not three years ago!" Jack blinked for a minute. "Oh, yeah. Anyway, he said he's coming to Amity Park tomorrow! He wants us all to get together, and see our lab! I haven't seen old B-Man since we graduated from High School!"

"The Hulk is coming here?!" Dani shouted, jumping up from her seat excitedly. "Awesome!" Jazz smiled as she read her book. She loved having a new little sister, even if she was just like Danny in a girl's body. "I highly doubt he'll Hulk-out seeing his old High School friend, Dani," Jazz said. As a psychologist in training, Jazz studied Banner's case in depth. She deduced he wouldn't be making these steps to become a part of civilization again if he didn't have more control over the raging spirit that now dwells within him. The fact that he was now living in New York, and working with Tony Stark was proof enough of that.

"Aw," Dani said. "Well, maybe a giant monster will attack, and he can help us kick it's butt!" Danielle hoped to no end that she could see the Incredible Hulk in action. Danny told her all about him, even the scary parts about Hulk chasing Danny and Black Widow through the Helicarrier.

Danny wasn't too surprised that Banner was coming. Bruce expressed a great interest in the Fenton's research and inventions when they were on the Helicarrier. Actually, several of the Avengers kept in contact via text and email; with the exception of Thor, who was still on Asgard, and the fact that the God of Thunder didn't fully understand Earth ways that well.

Natasha Romanoff didn't contact the others as often. Not out of disrespect, however; merely because she was not a very open person. But she did text Danny once, to see how he was doing. The two had formed a firm bond, of sorts, like the bond between siblings, however neither were fully aware of it. Danny suspected it wasn't her personal cellphone number. Now that he thought about it, the ever-aloof and always suspicious Black Widow probably didn't have a personal phone; being a world class spy, after all.

Steve Rogers, aka Captain America, was another story, however. Being from WWII, he had trouble with modern tech, but he learned quickly. Then, there was Tony Stark, also know as Iron Man. Danny really wanted to see the billionaire again, mainly to make him uncomfortable. Danny wanted to ask Stark why he left a drunken message on Danny's voice mail once at 2 in the morning, singing the Pina Colada song! When it came to Clint Barton, aka Hawkeye, the two texted back and forth more often. Barton was still having trouble getting over Loki controlling his mind, and he often called on Danny, because he knew Danny had gone through a similar experience.

"I think it's wonderful, honey," Maddie said. She was glad to see her husband hearing from old friends after Vlad's betrayal. It did him good. "I, for one, can't wait to trade notes with one of the greatest pioneers in Gamma research!"

Danny was so glad his parents were so cool with Danny being friends with other super heroes. Even if the Avengers never worked together again, Danny was happy to know these people. It made him feel like he had a place in the world, knowing he wasn't the only person in the world with special abilities and a difficult life. He was looking forward to seeing Bruce again. He just hoped there was no problems; ghostly or otherwise. The last thing he wanted was a giant green rage monster loose in Amity Park!

…...

 **Well, that's the new and improved chapter 1! As I have said, not too different; just a few small changes.**


	2. Chapter 2

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman.**

 **Chapter 2: Knights and Gamma Giants**

The next morning, Danny woke up bright and early, for once. He wasn't sure what time Banner was arriving at the airport. Dr. Banner was a very shy, and quiet person, and he had a tendency of simply appearing out of nowhere. This was likely to make up for his Hulk persona's habit of being heard coming a mile away. As a precaution, Danny asked his parents to lock the Ghost Portal while Banner was visiting.

After all, the less stress Bruce had, the safer everyone was! The last thing Danny wanted was some ghost like Technus or Spectra showing up. After showering, Danny made his way downstairs to the kitchen for breakfast. Before he got there, however, a knock at the door stopped him. He answered it to find Sam and Tucker at the door. "Uh, hey guys," Danny said. "What are you guys doing here so early?"

"Are you kidding?" Tucker exclaimed. "I wouldn't miss this for anything! Especially some dumb town hall meeting. It's _Bruce Banner,_ for crying out loud! He is _the_ expert on gamma research! He's the mind behind some of the greatest inventions in modern history!" Sam rolled her eyes at her friend.

"Gee, Tucker," she said. "I'll bet Danny had _NO_ idea! After all, he only helped _save the world_ with the guy." Danny snickered at Sam's snark. He moved aside to let them in. They headed into the kitchen, and sat down with Jazz. "Hey, Sam," Danny said to his girlfriend, kissing her on the cheek. "Say, isn't it a bit early for a goth to be up?"

Sam yawned, and replied, "Yup. But I wanted to meet this guy face to face. In goth circles, he's a real hot topic, right now. I bet he's got some dark, depressing stories in that noggin, after being on the run for all these years. Plus, having a real Dr Jekyll-and-Mr Hyde thing going on only makes him even more interesting." Danny rubbed his neck, remembering a rather depressing tale Banner told during the Helicarrier attack. "Um, yeah," he said. "I'm sure he does. Listen, Sam. Try not to depress the guy too much. I don't want him Hulking-Out in my home."

Suddenly, Jack Fenton busted into the kitchen. "YES!" he bellowed. "Brucey's plane just landed! He just texted me on the Fenton-phone! I'm going to go pick him up! Come on, Maddie! Let's go fire up the Fenton Family Assault vehicle!"

"Jack," Maddie scolded. "We're not going to go pick up Dr. Banner in that!" Jack looked saddened and lowered his head. "We'll take Jazz's car, instead," Maddie clarified. "What?" Jazz said with an odd look of being startled and confused at the same time, with her eyebrow raised.

"Aww, but Maddie," Jack whined. "I don't wanna be seen picking up my old high school chum in that ugly pink thing! No offense, Jazz." Jazz simply frowned at her father, putting her hands on her hips. "No, I don't wanna hear it, mister," Maddie said. "And that's final." She then took the keys from Jazz, and they headed to the door. "Danny," Maddie called. "Why don't you wait here while we go get him? We won't be gone long!"

"And you better not make him angry on the way home! Or you guys are buying me a new car!" Jazz yelled at her parents as they shut the door. Suddenly, Danielle floated down through the ceiling, still in her pajamas, her long black hair more resembling the Bride of Frankenstein because of her bed-head. Yawning, she looked around as she sat at the table. "What's all the commotion?"

"Mom and Dad went to go pick up Dr. Banner," Danny said.

" _WHAT?!_ " Dani shrieked. With that, she blasted off, phasing through the ceiling. Less than a minute later, she phased back down, fully dressed, and her hair neat and tidy, pulled back into it's usual ponytail. "Well, that was fast," Sam said. Dani shrugged. "Are you kidding? It's the Hulk," she said. "I don't want to miss this!"

…...

Danny, Sam, Tucker, and Dani were sitting out on the front porch. It had been about half an hour since Jack and Maddie left to get Bruce. "Ugh," Dani said, flopping back on the porch. "Why couldn't you or me have flown to get him? There, and back, five minutes!"

Danny chuckled. "Somehow, I doubt that you or me flying him here would be the best idea," he said. The four heard a strange sound from above them. It sounded like a rocket, almost. "What was that?" Sam asked. "Couldn't have been Skulker; we totaled his suit yesterday," Tucker said. Glancing up, they saw a small, red glint in the sun. "No, way," muttered Danny.

A red and silver suit of armor flew above the skies of Amity Park. Heading straight towards the Fenton household, AC/DC began blaring through the built in speakers. The suit of armor belonged to one man only: Tony Stark. Iron Man landed in front of the household, the music cutting out. Sam, Tucker, and Dani stared slack-jawed. Danny crossed his arms, only slightly surprised.

"Hey, Casper," Tony Stark said, his face plate lifting up. "Long time, no see! Wow, you have grown. You're what, 18? That means we can drink together, now." Danny grinned at Stark. "Good to see you, too, Trash Can," he shot back. "What are you doing here?"

Tony shrugged. "What?" he asked. "I can't come visiting my favorite ghost, unannounced?" Danny raised an eyebrow. Tony rolled his eyes. "Fine," he sighed. "I was bored. No baddies right now, Pepper's running the company in Malibu, Rhodey's busy with the Air Force doing his War Machine thing, Rogers is boring, Romanoff doesn't like me that much, and Barton and Thor are God-knows where. And, to top it all off, my buddy Bruce leaves to go see his old high school pal; who just so happens to be your old man. So..., I thought, 'Why not go see what all the hubbub's about?'"

"And?" Danny deadpanned. Tony rolled his eyes, again. "Alright! Damn, your sharp for a kid," he said. "I also wanted to see the tech your folks are into that Banner was so excited about, okay?" Danny grinned, triumphantly. "That sounds about right," he said. "So, I see we've ditched our traditional red and gold?"

Stark was wearing a shiny new Iron Man suit that was red and silver; instead of the usual red and gold. "Yeah," Stark said. "Pepper thought I should try something different. Gotta admit, I kinda like it. Kinda snazzy."

"Whoa," Tucker whispered. "Your Tony Stark. Iron Man!" Tony glanced at the kid. "Uh, yeah," he said. "Last time I checked." The armor opened up, and Tony walked out, wearing a long sleeved shirt and black jeans and sneakers. Tucker bolted up, grabbing the billionaire's hand, and shaking it hard. "You are my hero!" Tucker cried. Sam grabbed Tucker by the ear, and dragged him off the hero. "Whoa, easy, big fella," she said.

"Uh, Tony," Danny said. "This is my girlfriend, Sam; and my best friend, Tucker. He's a tech-geek who worships the ground you walk on. And this is my little sister, Danielle." Dani waved at Tony. "Sup?" she said. Tony nodded back. "Uh, kid?" he said to Danny. "She looks just like you, only a girl."

Danny sighed. "It's a long story," he said. At that moment, Jack, Maddie, and Bruce pulled up in Jazz's pink car. Bruce stepped out, and upon seeing Stark, he asked, "Tony? What are you doing here?" Tony smirked. "Hey, Jolly Green," he said. "Told you I could beat you here." Bruce frowned at the statement. "You mean you were actually being serious about that?"

Jack and Maddie glanced at each other, uncertainly. "Tony Stark?" they asked at the same time. "You mean to tell me we've got _two_ Avengers in our home? Cool!" Jack exclaimed. Danny crossed his arms. "Ahem," he announced. Jack glanced back at his son. "Oh, yeah," he said. "You, too, Danny! _Three_ Avengers!"

Bruce walked over to Danny and shook his hand. "Hey, Danny," he said. Tony put an arm around each of their shoulders. "Well, well," he said. "Look at this. Quite the little reunion we got here, huh?" Jack and Maddie walked over. "We would be honored to have you join us, Mr. Stark," Maddie said.

Tony shook his head. "No, please. Call me Tony," he said, ever suave. "Mr. Stark was my dad."

…...

Walking into the house, the group was met by Jazz. "Hello, Dr. Banner," she introduced herself, shaking his hand. "Hi. You must be Jazz, right?" Bruce asked. "Your dad said your studying to become a psychologist. That's a tough field to get into. Maybe Tony here could be your first patient? Pepper always says he belongs in a nuthouse." Jazz grinned, while Danny, Sam, Tucker and Dani snickered.

"Hey, watch it, Banner," Tony growled. Glancing around, he took in the Fenton household. "So," he said. "This is Casa Fenton, huh? Not bad. I mean, you know, it's nothing compared to my place, but still. It's cozy." He walked over to a panel on the wall. Danny slapped his hand away. "Don't even think about having JARVIS hack into my house," he said warningly. Tony grinned, and moved away from the panel.

Bruce and Jack were sitting on the couch, talking about high school. Bruce actually seemed to be having a good time. He was actually smiling. "Huh," Tony said. "Would you look at that? Our big, angry friend is actually having a nice time, for once. So, Danny, can you show me what's inside that big... thing on your roof? It looks like a UFO."

"Uh, sure," Danny said. "Follow me." He led Tony to the kitchen, Sam and Tucker in tow. "Um... Why are we in the kitchen? I mean, I like a nice kitchen as much as the next guy, but still," Tony said. Danny smiled. "Our house is... unusual," he replied. "The easiest access to the Emergency Ops Center is in the kitchen. Taller ceiling." He pressed a switch on the counter. "Four to the Ops Center," he said clearly. Four large, see through tubes came down from the ceiling, and pulled the group up through the house, into the Ops Center.

Tony smiled at that. "Cool," he said. "I want that for my home in Malibu, straight from my garage to my bedroom." Tony made a note to ask the Fenton parents how much they wanted to install one for him later. Looking around, he noticed the Ops Center had a panoramic view of Amity Park. "This place is like the SHIELD Helicarrier, only homier," he said, noting the tile floor.

"So, Tony," Sam said. "What's it like being Iron Man? Must feel good, doing good, after all those years making weapons." Tony raised his hands. "Ouch," he said. "Your girlfriend knows how to cut to the bone!" Danny grinned. "Yeah, well, she's an individual," he said. Sam slapped the back of Danny's head. "And she's right here," she growled.

Tucker looked over to Tony. "Could you show me how the arc reactor works?" he asked. "How does it keep shrapnel out of your heart? Do you plug it into something to charge it, or do you swap it out every time it runs low? Also, what was it like going through that wormhole? We know all about portals around here, but how did your tech react?" Danny and Sam sighed, face palming. They knew Tuck couldn't help himself for long. Thankfully, Maddie came into the Ops Center

"We're going to show Dr. Banner our lab in a moment, if you would like to join us," she offered Tony. He smiled, thankful for the distraction from Tucker. Questions like that would have sent him over the edge and gave him a panic attack before his little run in with the terrorist known as the Mandarin, but thankfully he had recovered from his PTSD."Yes, please," he said.

…...

In the lab, Jack and Maddie were showing Tony and Bruce their many inventions and studies on ghosts. Bruce was like a sponge, absorbing every bit of info. He found this fascinating. Any new science was fascinating to him. Tony, on the other hand, was like a kid in a candy store with the tech. Despite their curious ways, the Fentons were very intelligent, and very ingenious with their inventions.

They then came to the Fenton Exo Suit. The Fentons were in the process of building a new one, after the first one was stolen by, and later destroyed by, Vlad Masters. Tony whistled. It would stand far larger than any of his armors; once it was completed. However, it was only partially built; it was missing it's right arm and the torso had yet to be fully armored.

"With this bad boy, we can fight any ghost! Not matter how powerful," Jack explained. Maddie then went over the specs. "Hmm," Bruce hummed, thoughtfully. "I wonder how it could fare against the Other Guy." He and Tony had been toying with the idea of an Iron Man armor that could stand up to the Hulk, but they had yet to finalize some of the calculations. Maybe the Fenton's suit could help them?

"Nonsense," Jack said, smiling. "With this, we could kick your butt all the way to Maine, B-Man! Uh, not that we'd try, of course." Bruce chuckled. "No," he said. "I hope that's the case. It's good to know there is something out there that could stand up to him."

With that, they came to the crème de-la crème. The Ghost Portal. "So," Danny said. "Here's where it all started for me." Bruce and Tony looked over at me. "Is this how you got your powers?" Bruce asked. Danny nodded.

"Yeah," he said. "When my parents first built it, it didn't turn on. So, me not wanting to see them sad and with a little pushing from Sam and Tucker, I went inside. It was dark, so I ran my hand along the side for support. I don't know, I guess I hit a switch or a wire, and the thing turned on. I was promptly electrocuted, while bathed in pure ecto-radiation straight from the Ghost Zone. Not something I recommend. I blacked out, and fell out of the Portal with white hair and green eyes. And the rest is history!"

Bruce and Tony grimaced at the thought of the experience. "I know how that feels, kinda," Bruce said. Danny nodded. "Yeah, we're quite the dynamic duo," he joked.

"Yeah, but you can control your powers," Bruce said. "At best, I can aim the Hulk. I'm not me in that state." Jack put a hand on his old friend's shoulder in sympathy. "Please," Sam said. "Danny here couldn't control himself at first, either." Danny glared. "Thanks a lot, Sam!"

Sam smirked, teasingly. "Yep," she said. "Danny's pants kept turning invisible every time he saw a pretty girl." Tony snickered. "Oh, yeah," he said. "Can't tell you how often that type of thing happens to me." Danny threw his arms in the air. "Sam!" he yelled. Bruce chuckled. "You know," he said to Jack and Maddie. "I'll bet Dr. Foster would love to speak to you guys. She's been trying to make portals to other worlds ever since Thor first came here. And here you guys beat her to the punch."

Before any more could be said, a deep, ominous boom hit the other side of the Portal. Everyone froze. Danny's ghost-sense went off. "Uh, Mom?" Danny asked. "You guys locked the Ghost Portal, didn't you?" Maddie nodded. "Of course," she said. "I did so myself!" The noise sounded again; this time, louder, and leaving a noticeable dent in the heavy door. Everyone took a step back. Jack and Maddie drew their anti-ghost weapons, while Danny shouted, "I'm going Ghost!"

As he transformed into Phantom, a large glowing green sword pierced the door on the Portal! Sam and Tucker shared a worried glance. "Is that what I think it is?" Tucker asked. "If your thinking it's the Soul Shredder, then, yes," Sam replied, worriedly. The blade retracted, and the doors were ripped open.

Bruce and Tony stared in wide-eyed disbelief. A large, imposing figure the size of Thor stood in the doorway, holding a long green blade. Clothed head to toe in jet black armor that looked like it was from the Middle Ages. Only this was far more intimidating. Flaming silver gauntlets and matching armored boots and shoulder armor adorned his outfit. A skull sat on his belt, acting as a belt buckle. His spiked black helmet left his face in perpetual shadow, with only his eyes glowing menacingly. His head was surrounded in an unnatural purple flame, as well as a flaming purple cape. The whole effect was terrifying.

"Finally," the entity snarled in a fearsome deep voice. "I am free once more." He looked at the people in front of him, and shot two purple ghost rays out of his eyes, blasting Jack and Maddie away. Tony and Bruce ducked for cover. "Fright Knight," Danny growled. He launched himself towards his enemy. Fright Knight threw a purple crystaline meteor at Danny, sending him flying back through the wall. "Danny!" shouted Sam and Tucker in unison. They dove behind where Tony and Bruce were crouching behind an upturned table. Without his suit, Tony didn't want to get into a fight, and Bruce had no desire to turn into the Hulk. He desperately tried to keep his heart rate in check.

Taking one final glance around the room, the Fright Knight then summoned his horse, Nightmare. Bruce and Tony looked in abject shock as an unholy looking black horse stepped out of the green mist of the Ghost Zone. The steed was jet black, with a flaming green mane, a long horn between it's brow, large bat-like wings, fangs and red eyes. It's hooves also spouted flames, as did it's tail. It wore armor similar to it's master.

Fright Knight mounted the horse, and looked at Banner and Stark. "You," he said pointing his blade at them. "Heed my words, lest ye be destroyed. My reign of terror begins anew. Stand not in my path, for vengeance is assured. You, one called Hulk, are a most important tool of fear. Fool yourselves not; for your end draws ever near!" He then reared back on his steed, and flew out of the house, phasing through the ceiling of the basement.

Danny, Jack, and Maddie all sat up, rubbing there heads, groaning. "Um," Tony said, still in shock. "What the hell was that?" Sam and Tucker rushed to help Danny to his feet. " _That_ was the Fright Knight," he explained. "He's a real threat." He turned to his parents, and asked. "Are you guys okay?"

"We're fine, son," Jack said. Maddie looked over at the Portal. "Jack," she said. "We have to get that door fixed or more ghosts will come through! Danny, you go after that creep, while we stay and fix the Portal!" Danny nodded, and was about to fly through the roof when Tony stopped him.

"I'll come with you, kid," he said. "Your enemy is my enemy, now, too." Danny smirked and gave a mock salute, "Thanks. Tucker, Sam, let's go!" Bruce stood up shakily from behind the table. "I'll stay here," he said, still sweating from almost Hulking out. "And help Jack and Maddie."

Tony, Sam, and Tucker rushed up the stairs. Jazz was looking out the window. "Jazz, where's Danielle?" Sam questioned. Jazz turned to her and replied, "She flew out with Danny." Tony ran out the door and got back inside his armor, as Sam and Tucker got on their scooters. "JARVIS, buddy," Tony said. "We got a couple ghosts to catch."

" _Picked up a new hobby, sir?"_ JARVIS questioned. Tony smirked, taking off, following Danny and Danielle. "Yeah, just now," he said. "Huh. So, the little girl has powers, too? Interesting." As he flew to catch up to the two ghosts, he noticed that the weather had become incredibly gloomy. The sky was a dark, ominous overcast; not at all like the sunny, warm day it had been.

As he caught up to the two, he asked, "So, where has our scary ghost and his demon horse gotten to?" Danny glanced at Iron Man. "Everywhere," he said. Iron Man looked around to see people panicking, and running for cover. Not far off, they noticed Fright Knight's horse, Nightmare, causing mayhem. "Hey," Dani said. "Where's Fright Knight at? All I see is his horse!"

The trio looked around, seeing nor sign of him. "So, guys," Iron Man said. "What's this evil Sir Lancelot, you know, do?" Danny frowned. "He's the spirit of Halloween." he explained. "Open up any old books from the middle ages, and you'll find stories about him. He exists only to cause fear. Do not let his blade touch you; the Soul Shredder won't cut you, instead, it'll transport you to an alternate dimension where your worst fears are a reality."

"Good to know," Iron Man said. "Wait, the 'Spirit of Halloween'? Isn't he a little early? Halloween isn't for a couple of months."

"That is where you are wrong, fools," said an ominous voice behind them. They spun around to see Fright Knight hovering above them. Before they could react, they were struck by a massive purple fireball, knocking them all to the ground. As they groaned, and tried to get up, the Fright Knight floated above them. "All Hallow's Eve may be a few months from now," he said. "But now that I am free once more, _every day_ will be a day of terror. This world will drop to it's knees, and taste my blade of fear!"

He was then knocked back by a green ghost ray from Dani. "Don't count on it, creep," she growled, as she and the others got to their feet. "The only one who should be afraid is _you!"_ Danny grinned, and gave her a high five. "Nice banter," he commented. Danny turned back to Fright Knight. "You can't fight all of us," he said. Fright Knight rose to his feet. Sam and Tucker wheeled up behind him, blocking his exit. They jumped off their scooters, and raised their ghost hunting weapons.

"Your words are true," Fright Knight growled. "I cannot defeat you all at once. But did you think I was foolish enough to come here alone, without a plan?"

…...

Back in the Fenton's basement, Jack, Maddie and Bruce were working double-time on repairing the door to the Ghost Portal. Bruce took off his welding mask and wiped his forehead. "I'm sorry, Bruce," Jack said. "I didn't want our little get-together to go down like this." Bruce shrugged. "Don't worry," he said. "After working with Tony these last few weeks, I've kinda gotten used to surprises and explosions."

"Still," Maddie said. "We should have re-enforced the doors." They had gotten one of the sliding doors back up, and were working on the second. Jazz had joined them, helping with what she could. " _Hey, you think one of them is the right one?"_ came a raspy voice from inside the portal. _"How should I know?"_ came another voice. _"Well, your the one who said we should go without seeing his picture,"_ came yet a third voice. " _Forget it, let's just grab the one with glasses,"_ said the first voice. " _He doesn't look familiar."_

Without warning, three vulture ghosts wearing fezzes and sunglasses swooped out of the Portal, and grabbed Banner, who yelled in surprise. "Bruce!" Jack, Maddie and Jazz yelled at the same time. The three ghosts and Bruce phased through the ceiling. "Jazz," Maddie yelled. "Turn on the Ghost shield! We have to contain any more ghosts that come through here!"

…...

Bruce struggled in vain, breathing hard, trying not to let his heart beat too fast. "I hope this is the right yutz," one of the vulture ghosts said. "Eh, who cares?" said another. "We're two thousand years old; we make mistakes at this age. Regardless, this one should make a decent splat once he hits the ground."

' _Crap!'_ thought Bruce in desperation. _'Oh, no, no ,no!'_ He screamed as the vultures dropped him, high above the city. The last thing Bruce saw was green, as he plummeted towards the street below...

…...

Fright Knight pointed to the sky. "Behold, my new instrument of chaos," he said, before turning into a swarm of ghostly bats, flying away. Dani and the others gasped, seeing the falling figure. "Oh, no," Danny said. "Banner!" Iron Man yelled, his helmet zooming in on the falling person. He, Danielle and Iron Man flew as fast as possible, trying to reach the falling figure before it was too late.

Unfortunately, that wasn't possible. Banner slammed into the street below, forming a small crater. Dani gasped, covering her mouth, tears in her eyes. Phantom and Iron Man glanced at each other, worriedly. They both had a scary feeling what was coming next. Below them, a group of people began to approach the rubble-filled crater, which began moving slightly.

"Everyone, clear out _now_!" Iron Man shouted. The crowd gasped, and pointed at Iron Man and the two ghosts. "Is that Iron Man?" someone asked. "Why are the Avengers here? I thought they broke up," said another. Danny held up his hands. "For crying out loud, listen to us," he shouted. "You people need to get the heck outta here! It's an emergency!"

A massive green fist slammed out of the rubble, followed by a deep growl. The people gasped, and began to run, as the Hulk himself crawled out of the rubble, looking none to happy. He snarled as he ripped the remainder of his shirt off. Danny and Iron Man hovered a little ways above, holding their hands up, not wanting to alarm the green behemoth. "Easy, big guy," Phantom said. "Remember us? We're your friends." Hulk sneered, and growled at the two.

Dani flew up behind Phantom and Iron Man. "So cool," she whispered. "Dani," Phantom whispered. "I want you to go help Sam and Tucker find the Fright Knight." Dani raised an eyebrow and crossed her arms. "Excuse me?" she asked. Iron Man nodded. "Listen to your brother," he said. He then gestured to Hulk, who was glaring up at them. "Leave Banner to us."

Hulk the roared in anger, and jumped up, swatting Iron Man to the ground. "Danielle," Danny shouted. "No arguments; just _go!"_ Huffing, Dani flew away to find Sam and Tucker. Phantom turned back to Hulk, who had turned his attention to him. "Uh, I'm guessing this is a bad time to mention that you need stretchier pants," Danny said, turning intangible, avoiding Hulk's blows.

This only enraged the beast even more. Hulk bellowed, in frustration. and picked up a car. He through the car at Phantom, who caught it and set it down. Momentarily distracted, Hulk pounced on Phantom, pinning him to the ground, pummeling Danny with his massive green fists. Danny managed to kick the brute off of him, sending him into the side of a building. Shaking his head, which rang like a bell, Danny stood up, and wiped his bloody nose. "Wow," Danny said. "Not many guys that can bust me open." Hulk busted back out into the street, rage boiling. The two circled one another, Phantom floating a few feet above the ground.

Nearby, a news reporter was filming the whole scene. "This is Lance Thunder, reporting live from downtown. What started out as a lovely morning has taken a frightening turn for the worse, as none other than the Incredible Hulk has crash landed at the intersection of Hartman and Kirby Avenue. Now, Danny Phantom and Iron Man himself are confronting the angry giant. The area has largely been evacuated, leaving this reporter wondering: Why am I the only on sigh reporter in this town?!"

Iron Man flew up behind Hulk, punching him hard in the jaw. The blow had little effect, and Hulk grabbed Iron Man and began slamming him repeatedly into the pavement. "Argh, dick move, Banner," Iron Man groaned in pain, rolling over to look at Hulk. "That's a low blow, using that move on me after you took Loki out with it." Hulk snarled. "Hulk... Smash... Metal Man," he growled, lifting his big foot to crush Iron Man.

Iron Man used his repulsars to rocket away just in time. This was not a good situation. His armor was already almost trashed, sparking badly in certain places. He looked over to see Hulk rip out a street light, and run towards him. "Hey, Hulk, you need to chill out," Danny shouted, using his ice powers to freeze Hulk in place from the neck down. Hulk roared in pure, raw anger.

"Nice job, kid," Iron Man sighed. Danny grinned. "Yeah," he said. "Ghost ice; nothing is stronger, so nothing can break it. Now, we just wait for him to calm down, and we can-" _CRACK!_ The looked over to see Hulk struggling, his face twisted in anger. Danny stared with eyes wide, and his mouth gaping. "Holy God," he muttered. The Hulk was straining so hard against the ghost ice that it was actually _breaking!_

"Hulk... Is... _STONGEST ONE THERE IS!"_ the Gamma Giant bellowed. The ice prison surrounding him shattered into pieces, the shards acting like shrapnel! "Holy shit," Iron Man said, raising his arms to shield himself. "What now?" Danny stared at the beast, an idea forming. "I have an idea," he said to Iron Man. "Cover me, while I-"

Suddenly, a green disk of ecto-energy struck Hulk's back. He turned around to see Dani flying up to the Hulk. She gestured in the universal sign to 'bring it on'. Hulk growled, and stalked towards her. "That was your plan?" Iron Man questioned. "Summon your little sister?" Danny shook his head. "What is she thinking?"

Hulk snarled, and swiped at the ghost girl, but his strikes only meeting air. "Hey, tough guy," she said. "What are you doing? Stop picking on my brother!" She flew forward, a ball of black and white. She lashed out, and struck the Hulk in the jaw, sending him flying back into a car. "Dani," Phantom shouted. "What are you doing?! I told you to help Sam and Tucker!"

Dani shrugged. "He's gone; no sign of him," she said. Sam and Tucker went back to our place to help with the Portal." Suddenly, Hulk jumped towards her, and punched her dead on, sending Dani through a building. "Danielle!" Phantom shouted in panic. Iron Man leveled his remaining weapons at Hulk. "Slugging little girls, now? That's a new low for you, Banner!"

Hulk rounded on Iron Man. "Hulk not puny Banner!" He charged Iron Man, when he stopped, and got a confused look on his face. Iron Man stared, ready for action, but noticing the strange green glow to Hulk's eyes. Well, they were always green, but they never glowed like that. Iron Man glanced around, but didn't see Danny Phantom anywhere. He looked back to Hulk, who was grasping his head, as if in pain.

…...

Danny had over-shadowed the Hulk. Inside Hulk's mind was a nightmare. A swirling, angry, green nightmare. He tried to sift through the rage. It was unlike anything he had ever possessed before. He attempted to take control of Hulk's body, but Hulk was fighting back Not because he knew what was happening, more out of instinct. Danny sensed another presence inside, as well. _'Bruce?"_ Danny asked, mentally. _'Danny?'_ came the frightened reply. _'How are you in my- Our mind?'_

' _I over-shadowed Hulk,'_ Danny replied. _'I'm trying to calm him down!'_ Danny sensed Bruces fear, and sadness. _'You've got to help me, Bruce! I don't think I can do this alone! You have to help me cage the beast!'_

 _'You can't,'_ Bruce replied. _'I... I can't. Not when the transformation was this sudden and shocking! He'll only get stronger if I try to stop him! It's like a nightmare, Danny. I'm watching the Other Guy attack you guys, but I can't do anything to stop it. Danny, I'm so sorry!'_

 _'You have to try, dude!'_ Danny implored. _'If you can't control the Hulk, SHIELD and Stark can only protect you for so long! I think what's holding you back is your own fear! Your afraid of the Hulk! Your afraid of yourself! Believe me, I know what that's like! I'm afraid of myself, and what I might do if I ever lost control! But you can't let that control you! I made peace with that part of me a long time ago! You can, too!'_

Bruce was silent for several moments. Danny was losing hope. Had Banner given up? Danny didn't know what to do. But he knew he couldn't stay inside Hulk for much longer. Hulk was fighting back. Hard. _'Alright,'_ Banner finally said. _'I'll do it.'_ If Danny could grin, he would have.

…...

Iron Man watched as the Hulk began shouting, and started to spasm violently. He reared back, and Iron Man saw Danny _fly out_ of Hulk's head! Danny grunted, as he hit the ground. Danny slowly got to his knees, as Iron Man crouched next to him. He looked over at Hulk, and saw him start to shrink. Iron Man sighed in relief.

"I don't know what you did, kid," Iron Man said. "But it worked." Danny was breathing hard, looked over to Hulk, who was now Banner-sized. "Look after him," Danny said. "Get him back to the house. I need to check on Danielle." He shakily rose in the air, and flew to the building Dani had been sent through.

He found Sam and Tucker helping her slowly sit up. She had turned back into her human form, and looked a little woozy. "Are you okay," Danny asked worriedly, as he crouched down beside her. She looked up at him for a moment, before grinning. "That... was... _AWESOME!_ " she cried. "I got to fight the Hulk!"

"Yeah," Tucker said. "And you got your butt handed to you in the process." Everyone glared at Tucker. "Hey," Dani pouted. "Not cool, dude! I didn't see you out there, fighting the big, green, rage monster!" Dani then promptly passed out. Danny rolled his eyes, and picked her up in his arms. "Oof," he grunted. "She is way heavier than she looks!"

…...

Soon, back at the house, Maddie had tucked Dani into bed, and Bruce was sitting on the couch, a blanket around his shoulders, drinking a glass of water. He was still shaky and tired after being the Hulk. Jazz was speaking to him, softly. Tony had paid for the damage, and Tucker, being mayor, had gotten right on the job. Danny and Sam were in the living room, also. "So," Danny said. "What happened to the Fright Knight?" Sam and Tucker both shrugged. "No clue," Tucker said.

"Yeah," Sam said. "After the Hulk showed up, he and his steed just... vanished." Danny stroked his chin. "That's so weird," he said. "Why would he just come here to release the Hulk, and then leave?" Tony walked in from the kitchen with Jack. Tony had a beer in hand, and Jack had a plate of food for himself and Bruce.

"Hey, Danny, Bruce," Tony said. "I've been toying around with an idea the past month or so; since SHIELD fell. What if we got the band back together?" All eyes went to Tony. "You're serious, Tony?" Bruce asked.

Tony pointed at Bruce. "Deadly serious," he said. "I know, I know, the world doesn't need us all working together right now. But, why wait for the next big threat? Why not stay together, as a team? Keep the world safe, so it's never in danger? As individuals, we can keep small areas of the world safe, sure. A town here, a town there. But as a team, as Avengers, we can keep the world safe as a whole."

Danny and Bruce glanced at each other. "Sure, why not," Bruce sighed. "Right now, I'm too tired to care." Danny chuckled. "Wow," he said. "Since when are you a team player, Stark? I've never heard you so sentimental before." Tony shrugged.

Danny thought for a moment. "But," he said. "It might not be such a bad idea, re-assembling the band. I'm in! But I'm not sure Barton would like the idea. Thor isn't even on Earth, now. No clue where Cap and Widow went after SHIELD fell. It might just be the three of us."

Tony nodded, seeing Danny's point. "Leave Barton to me," he said. " Most of what's left of SHIELD is working for me, now. I've kinda privatized global security. Thor, I can't make any promises, of course. But still, even if they all say no, and it is just the three of us, we can still make a difference. And show the world we're still watching out for them."

"Oh, yeah. 'Cause it worked out so well, last time. And what about Rogers and Romanoff?" Bruce asked. Tony shrugged. "They'll come around," he said. "Just leave them to me." Bruce laughed. "Yeah, sure," he said. "I seem to remember a rather threatening voicemail Widow left you a while back." Tony tugged at the collar of his shirt, nervously.

Danny looked to his parents. "So, how about it?" he asked. Jack and Maddie exchanged glances. "I don't know, honey," Maddie said. "I mean, you are 18, now, but... Your father and I would still worry about you." It was true. Danny being in Amity Park was one thing, but him being off somewhere else in the world worried her. Jack put a comforting hand on his wife's shoulder. "Maddie," he said. "Our boy is a man, now. We can't keep him here in Amity forever. He's a hero; and the world needs him."

"Oh, alright," Maddie said. Normally, she would have flatly said no, but she realized that Danny had a larger role to play in the world than just looking after his town. His powers meant he had a larger responsibility to the world. "But please be safe! And you have to call us every night your not home!" Danny rolled his eyes. "Mom!"

Tony cleared his throat, not wanting to seem like a monster taking her child from her. "Mrs. Fenton," he said, turning up the suave. "I would also love for you and your husband to assist the Avengers, as well. I would always love to have more tech to play with. Also, for what I have in mind, I'd like for the two of you to assist me personally with upgrading my tower in New York. Clearly, I'm a little out of my depth with anti-ghost tech. I figured it could be the Avengers official headquarters/living space. I'll pay for everything. Your son can have his own apartment right in the tower, he'll be completely safe."

"Wait," Danny said. "We're all going to be living in Stark Tower?" Tony shook his head. "No, not Stark Tower," he said. "I haven't fixed the logo on the side of the building. At first, I kinda thought it'd be a nice reminder." After the Battle of New York, the tower had been left with only the 'A' on the side of the building. Almost like a sign of things to come. "I decided to just leave the big 'A' on the side. Repaired, of course. It'll be known as Avengers Tower from here on out."

Sam looked slightly saddened at the prospect of Danny being gone more often. Danny lifted her chin, looking into her beautiful violet eyes. "Hey," he said. "Don't worry, Sam. I'll be fine, I promise! And I won't be gone all the time! You'll always be my top priority." Sam smiled at Danny. "I know," she said. "I'll hold you to that promise."

"Alright!" Jack said. "I'd say this calls for a celebration! Who wants fudge?"

…...

The Fright Knight entered the secret layer of his master. His new master. He dismounted his steed, and walked over to a chair facing a large wall of screens. The chair was more like a throne. He got down on one knee before the figure sitting in the throne. "I trust your little performance was convincing?" the figure asked, not turning around to face him. Fright Knight bowed his head.

"Of course, my liege," he said. "Unfortunately, Phantom and Iron Man stopped the Hulk from causing any more damage. If I may be so bold, the vultures may have been too obvious; they may have tipped your hand a bit too early." The figure laced his gloved fingers together.

"A calculated risk," the figure said. "It's _chess,_ dear friend. And the game is still young. Our opponents haven't the faintest idea of our next move. They haven't even a clue of what awaits them. And not Danny Phantom, not his precious team of Avengers, and not SHIELD can play at _my_ level. Unleashing the Hulk was a mere test for Phantom. And Daniel passed with flying colors."

"What is our next move, my liege?" Fright Knight asked.

"Patience, Knight," replied his master. If there is one thing I've learned after all this time, it's how to be patient. I once tried to take this world out in the open, thinking I was unstoppable; but I was defeated. In part, because of my own arrogance. This time will be different. My next move has already been set in motion. Now, let's enjoy what happens next. Ooh, the chaos will be delicious!" The figure threw his head back, and laughed darkly.

…...

 **I'm much happier now that I've made Danny older!**


	3. Chapter 3

**Disclaimer: All rights go to the respective owners, Marvel and Nickelodeon/Butch Hartman.**

 **Chapter 3: Two more Pieces to the Puzzle**

A week had passed since Tony, Bruce, and Danny had began to re-assemble the Avengers. Danny had his own apartment inside Stark Tower, now re-christened 'Avengers Tower'. The Fentons had assisted Stark and Banner with some of the upgrades, now making the tower ghost-proof. As a bonus, the Tower's ghost defenses would not target Danny Phantom when activated. Some of the defenses included a ghost shield that would surround the Tower in the event of an ghost attack, as well as anti-ghost blasters, along with standard defenses for non-ghost attacks.

Stark had been right. SHIELD was no more. Several months back, HYDRA, an old Nazi intelligence division from WWII that was thought to have long been disbanded, had managed to survive _within_ SHIELD itself! Thanks to Captain America, Black Widow, Nick Fury, and a new hero, Sam Wilson, Hydra had been defeated again. But not without losses. Fury was supposedly dead, and so were a lot of other people. Without SHIELD, the world was lacking in the defense aspect. So Stark had hired what remained of SHIELD, including Maria Hill; Fury's second in command.

With SHIELD and HYDRA still under investigation, Stark was even more certain that the Avengers would be needed. Black Widow had released all of SHIELD's database on the internet to prove that HYDRA was the real threat. With all of her past now exposed, Natasha Romanoff had gone underground, and Steve Rogers had gone underground, temporarily, as well, until everything had settled down.

All in all, in the three years since the Battle of New York, the city had made impressive headway with reconstruction, thanks in no small part to Tony Stark and his company, Stark Industries. Stark had his company donate an impressive $2.5 billion dollars for repairs. The city had been wounded, but was recovering.

That is, until Iron Man went all 'super-villain' in Time Square. Well, actually, his armor had. Tony was stuck inside his armor. His Iron Man armor hadn't been fully ghost-proofed yet, thinking that there was no ghost that could harm his systems. Until he had encountered Technus. Somehow, Technus had found a way out of the Ghost Zone, and learned of how advanced Stark technology was.

Now, the overshadowed Iron Man armor was running amok, with poor Tony stuck inside. Technus had even locked out Jarvis from the armor. Danny was flying to keep up with his old enemy, as well as worrying about his ally. How was he going to stop Technus without harming Stark? Banner was in Avengers Tower working with JARVIS to write a computer virus to shut the suit down.

"Ha-HA!" cackled Technus. "It is I, Technus! Master of technology! Master of all things cool and hip! And now, with this stylish and efficient armor, I can finally take over the world!"

Stark sighed and rolled his eyes inside his armor. "Yeah, yeah," he said. "You said that already."

"Silence, human," Technus said. "Once I finish learning all I can about this armor, I, Technus, shall have no need for you. Consider yourself temporary cargo." The possessed armor flew over the Daily Bugle building, and blasted the sign with it's repulsars. "Pathetic, outdated media," Technus shouted.

Danny flew up behind, and shot an ice beam at one of the leg thrusters, causing the armor to spin. "Clever, child," Technus shouted. "But I have a few tricks of my own!" He then turned the armor intangible, the ice plummeting towards the street below, crushing a car. Then, Technus realized something. "Ah, ha," he crowed. "I was so caught up with this new toy, I completely forgot about that!"

He turned the suit intangible once more, causing Tony to plummet to the ground, yelling in shock. "Tony!" Danny called. He was about to fly to catch him, when a person dressed in a tattered black jumpsuit used a grapple line to swing over and catch Stark just before he hit the ground. Seeing the red hair, Danny instantly knew it was Black Widow. He flew down to greet her.

Stark was leaning on his knees, breathing heavily. Widow retracted her grapple line back into her wrist gauntlet. "Natasha, boy am I glad to see you," Danny said. "Nice catch!" Romanoff nodded at Phantom in greeting. "Thanks," she said. "I've had some experience catching trash, recently." She leveled a glare at Stark, who looked up at her, bewildered.

"Wow, that's hurtful, even for you," Stark said, still panting. Romanoff smirked, slightly. "So, what's the problem, now?" she asked. Tony jutted his thumb at Danny, as he stretched his back. "His Iron Man armor has been over-shadowed by a technology obsessed ghost named Technus," Danny explained.

"How amusing," Technus said from the Iron Man armor. "You've invited a friend. It will do you no good! For, I, Techuns, shall-" Technus' speech was cut off by a large, flying shield, which struck the armor, sending it flying towards the ground. The shield was caught by Captain America, wearing his tattered uniform.

"Well, Stark," Cap said. "I had a feeling that armor of yours would be more trouble than it's worth." Tony screwed his face at the comment. "Who invited you, Rogers?" he asked. "I mean, what use could an old man like you be?" Cap smirked, having long since gotten used Stark's humor. Phantom nodded to Cap, grateful to have more help. He could usually handle Technus on his own, but now that he had taken over the Iron Man armor, he would be more difficult.

Speaking of, a repulasar blast knocked the group off their feet. The possessed Iron Man armor rose from the crater where it landed. "No matter how many of you there are, I, Technus will not be stopped!" He rose above the group, who were getting to their feet. Phantom flew up to meet his enemy. "You can't stop all of us at the same time, Technus," he said. "So just get out of the suit, and get in the thermos, like a good ghost."

"Technus/Iron Man cackled in response. "Naive child! I now possess the most advanced piece of technology on the planet! I am unstoppable!" He blasted off, and headed to the large Time Square titantron, leaving the Avengers wondering what the next move was. Stark and Widow looked over to Cap, who shook his head. "This is out of my area of expertise," he said. Cap looked over at Danny. "Phantom, this is one of your ghosts. You need to take the lead on this one."

Danny grinned. He was getting the chance to lead his team! Awesome! "Ok, here's the plan..."

…...

Technus arrived at the jumbo titantron, and used the Iron Man armor to wirelessly hack into the electrical grid around Time Square. All of the screens went out, only for them to turn on with Technus' face appearing on all of them. "Ha HA! I am Technus! Master of Technology! And I now have access to all of your television screens, phones, computers, and other wireless devices! Oh, yeah, I almost forgot! This world is now _MINE!_ "

Phantom flew up to the hovering Iron Man armor, as the people in Time Square began to either run, or watch in confusion. Black Widow and Cap were attempting to guide them to safety. "Hey, _Tech-less_ ," Phantom shouted. "I think you've been drinking to much coffee! You're really hyper! You need to chill!" He shot twin ice beams out of his eyes, encasing the armor in ice. No longer able to stay airborne, the armor fell to the concrete below. "Fool," shouted Technus from the screens. "Your ice is no match for my new armor! It can withstand the sub-zero temperatures of the ozone layer! It's more than a match for your ice vision!"

A large uni-beam repulsar blast shot from the armors chest, blowing away the the ice. It them blasted into the air, tackling Danny to the ground. Technus/Iron Man began to pummel Phantom, the armor causing more damage than usual, being combined with Technus' ghost energy. Captain America threw his shield, knocking the possessed armor off Phantom. Cap charged Technus/Iron Man with his shield, knocking him back further.

"Rusted relic from a bygone era!" Technus growled. "You think your shield and fists are a match for my armor?" Cap shook his head. "I'll put good old fashioned training and hard work over fancy armor and tech any day," he said. In response, Technus blasted his repulsars at Cap, who deflected it with his shield. "It's that kind of thinking that has always been the downfall of humanity," he said.

Black Widow then jumped over a car behind Technus/Iron Man, and shot her electrified Widow Stingers from her gauntlets, attempting to short circuit the armor. The armor dropped to one knee, and turned to face her. "Nice try, woman," Technus said, standing back up. "Your gauntlets are indeed strong, but you will need something stronger than that to get me out of this armor!"

"Oh, really? How about this?" They all turned to see Tony Stark holding a ghost hunting gun. He clicked a button on the side, and armor began to flow out of the gun, surrounding Stark in silver armor. Danny's parents had left the Fenton Peeler with Danny at the Tower. Danny had used a duplicate to fly Stark back to the Tower to retrieve it.

Fully armored up, Stark aimed the weapon at Technus/Iron Man, and fired. A large, green wave of anti-ghost energy flowed over the Iron Man armor, causing Technus to yell in pain, as he was forcefully ripped from his stolen shell. The Iron Man armor collapsed with a loud _THUNK_. Technus fell to the ground, as well. Groaning, he held his head. All of the screens in the area went back to normal. "Ugh, cretins!" Technus moaned.

"The only cretin here is _you_ ," shouted Phantom, pulling out his Fenton Thermos. He sucked Technus inside, capping the Thermos with a grin. "Huh," Stark said, retracting the Fenton Peeler. "Not bad." Turning to Cap and Widow, Danny grinned. "Well, this makes things a whole lot easier," Danny chuckled. Cap removed his face mask, and smiled at Danny. "Nice plan," he said.

Danny shrugged. "Not so much a plan, as it was guess work," he said. Widow crossed her arms. "That's what all plans are," she said. Tony cleared his throat. "Uh, you guys want to come back to the Tower for a bit?" he asked. Cap and Widow glanced at each other before nodding.

…...

"So, you guys want the Avengers back together?" Natasha asked. The group was in the common area at the top of Avengers Tower. It was a fairly comfortable room, with plush couches, chairs, tables, TV screens, and, of course, Tony's beloved bar. Tony told Rogers and Romanoff the plan, and, knowing they had no other realistic place to go, they agreed. Now, the only remaining Avengers that remained to find were Thor and Hawkeye.

Romanoff said she knew where Barton was, and that she would try and convince him to come back. Thor was another problem. So far as anyone knew, the God of Thunder was still at home in Asgard. Nothing could really be done on that front until he decided to return on his own. Danny had flown onto the roof of the Tower, to deal with Technus.

He had the Thermos in hand, when Natasha had joined him. "So, what do you plan to do with him?" she asked, referring to Technus. Danny grinned at the assassin. "A little trick I learned," he explained. "Since there is no Ghost Portal in Avengers Tower, I had to improvise. With a little help from a time obsessed ghost friend of mine, I learned how to do this."

He held up his hand, and a small natural portal appeared a few feet above the roof! Clockwork had informed him that since his dark future self had the ability, Danny could learn it. Unfortunately, his control left a lot to be desired. He couldn't open the portal to any point in the Ghost zone he wanted, like Pandora's realm, or the Land of the Far Frozen. It tended to open at random areas of the Ghost Zone. Once, even in Ember McLain's bathroom, while she was in the shower. That was... Awkward, to say the least. Danny hadn't complained, of course; Ember, on the other hand... Well, long story short, Danny had best stay away from her lair for a long time.

Whether it was a coincidence or not, this time it opened up right inside Walker's jail! Before any of the other inmates could react, Danny tossed Technus through the Portal, and closed it. Sighing in relief, Danny chuckled, "Well, that never stops being fun!" Natasha smirked, slightly impressed. "Nice trick," she said. Danny nodded, reverting back into his Fenton form. "Yeah, well, you know," he said. "It works."

" _Mister Fenton, Agent Romanoff,"_ JARVIS' voice sounded. _"Mister Stark has asked for everyone to return to the common area. It appears that a known criminal named Crusher Creel, also known as 'The Absorbing Man', is taking advantage of the incident from earlier, and is attacking a bank downtown."_ Danny and Natasha shared a glance before running back into the tower. The Avengers work was never done!

…...

 **Boom! New and improved!**


	4. Chapter 4

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman.**

 **Chapter 4: Portals; Both Fun and Frightening**

In the week since Captain America and Black Widow had rejoined the Avengers, things had been relatively quiet. Absorbing Man had proven to be a difficult foe, but a dense one. He had the incredible power of absorbing the properties of whatever he touched, which meant that Captain America had to avoid using his shield against him, or else Creel would have turned into living vibranium. Despite his powers, Creel wasn't very bright. Eventually, the Avengers were able to stop him.

Since then, there hadn't been any super villains causing trouble. After the Avengers had reunited, crime actually seemed to drop. The team used their free time to search for the remnants of HYDRA. But, presently, they had zero leads.

So, the Avengers were left with nothing to do but get settled in Avengers Tower. Natasha had convinced Clint Barton, aka Hawkeye, to join the team once more. Neither had said where Barton had been; no matter how much Stark asked.

Currently, Danny was lounging in his apartment in Avengers Tower. Well, not so much "apartment", so much as "lavish bedroom with it's own bathroom". Despite the size of Avengers Tower, each member of the team only had a large studio apartment with it's own bathroom. The reason being was that most of the Tower was used by Stark Industries, and to a lesser extent Hill and her intelligence units. Only Tony himself was afforded more living space. This was because it was his tower, more or less, so he and Pepper had an entire floor to call home.

Speaking of, Tony was in his workshop, toying with the idea JARVIS controlling a group of unmanned Iron Man drones to assist with evacuating civilians during a battle, and thereby lowering the risk of collateral damage. An "Iron Legion", of sorts. Tony smirked to himself; he liked the sound of that.

" _Excuse me, sir,"_ came JARVIS' ever-polite voice. _"I hope I'm not interrupting anything important."_ Tony chuckled. "Nah," he replied. "I was just thinking about you, buddy."

" _How flattering,"_ JARVIS said. _"But I thought you should know that Dr Jane Foster is attempting to contact you."_ Tony quirked an eyebrow at that. A rather curious event took place in England a few days ago. Thor had returned to Earth, and subsequently saved it from a group of renegade beings called the Dark Elves. An ancient weapon of mass destruction called the Aether had been unleashed by a celestial event called the Convergence. This event caused the Nine Realms to align in such a way that only happened every 5000 years, or so.

Long story short, Jane Foster became infected with the Aether, Thor took her to Asgard, which was then invaded by the Dark Elves. Thor freed his brother Loki, and they lured the invaders away to a realm called the Dark World. Loki was killed, and Jane was freed from the Aether, which was stolen by the Elvish leader, Malekith. The villain then arrived on Earth, only to be thwarted in his schemes by Thor, Jane, her assistant Darcy Lewis, and Erik Selvig. At least, that's what the report from SHIELD said.

"Huh," Tony muttered. "I wonder what she wants?" There was no reply for a moment, only for JARVIS to respond, _"Dr Foster wishes to come to Avengers Tower to discuss dimensional portal technology with Dr Banner. She would like to use the resources at the Avengers disposal for her work, with your permission, of course. She also said that they are already on their way, because Thor has apparently stated to her that we would gladly welcome them with generous open arms."_

Tony groaned and rolled his eyes. "Gee," he sighed. "How thoughtful of him. Well, JARVIS, better let the troops know we're gonna have company."

…...

After letting the other Avengers know that Thor was coming, with company, everyone just... waited. Steve and Clint were in the gym, sparring. The two had formed a rivalry, of sorts. Even though Steve had a physical advantage, Clint refused to admit defeat. Banner was in his lab, preparing an area for Dr Foster to work. This left Natasha, Danny, and Tony alone to greet the arrivals. When Danny asked Natasha why rarely trained with the others, she simply replied, "None of you could handle my training regimen." This comment left Danny and Tony glancing nervously at one another.

Before anymore could be said, a loud booming of thunder could be heard outside. "Give you one guess as to who that is," Danny said. The three Avengers walked out onto the landing pad, and saw a lone figure coming in fast. The God of Thunder had arrived. Thor grinned at seeing his fellow Avengers. "My friends, it is good to see you all again!" he bellowed. He looked at each of them, before greeting them individually. "Stark, Man of Iron, 'tis good to see you sober! Phantom, Slayer of Pariah Dark, I'm pleased to see you still defend Midgard! Miss Romanoff, Agent of the SHIELD; Blackest of Widows, you look deadly as ever!"

Stark and Danny looked slightly taken aback, nearly forgetting Thor's enthusiasm. Natasha nodded at her fellow Avenger, her expression giving away nothing. Danny shook his head. "Uh, good to see you too, Thor," he said, grinning. "Welcome back to Earth," Natasha said. "Uh, huh," Tony said. "What's this I hear about you telling your girlfriend she could come to my- I mean, _our_ tower and mess with my- _our_ stuff without running it by me first?"

Thor blinked at Stark's comment, looking bewildered and at a loss for words. "Uh, er, well, I, you see-" he stammered as he helplessly fiddled with his hammer, Mjolnir. Danny and Natasha exchanged a pitying glance. "Don't worry about it, Thor," Danny said. "Tony's just being Tony." Thor glanced between them. "Yes, of course," he said, eyeing Tony. "We're glad you're back," Natasha said. "Where is Dr Foster? I thought you were coming together?"

"Ah, yes," Thor replied, as the four heroes walked into the tower. "Jane and her assistant Darcy are coming by way of one of your 'air planes', she called it. They will be arriving later this evening. I chose to come here my way because, according to Jane, my hammer would not make it through security or customs. I'm still uncertain as to why this is. Would my hammer not make the ship more safe? And what did she mean by 'customs'? Is there some Midgard ritual involved with flying across the ocean that my hammer would interfere with?"

Danny had to keep from laughing during Thor's lengthy explanation, while Tony rubbed his forehead and Natasha looked slightly amused. Thor still had a great deal to learn about the Earth, it seemed. "Well," Tony said. "After that rousing tale, where were you since our last little get together? After you took Loki and the Tesseract back home, you didn't call, you didn't write. We were starting to feel a little hurt."

"Yes, I apologize for that," Thor said heavily, hanging his hammer on his belt. "But after Loki's invasion, the Nine Realms were cast into chaos; many believed that with Midgard under attack from an unknown force, lead by my brother of all people, that Asgard was not the beacon of safety it once was. Skirmishes began rising up, from Vanaheim to Nilfheim. My father, Odin, tasked me with returning the peace across the Nine Realms"

"Sounds rough," came the voice of Steve Rogers, who had just finished his spar with Barton. "I heard you were coming back." He held out his hand to Thor. "Captain, it's good to see you are well," Thor said, taking Rogers hand. Thor genuinely respected Rogers. To Thor, Cap was a truly noble warrior, whose valor was to be praised. And the feeling was mutual. Natasha glanced over Steve's shoulder, her eyebrow raised. "Where's Clint?"

"Licking his wounds," Steve chuckled. "No way," came an exhausted whine from down the hall. Clint was slowly hobbling towards the group, covered in sweat, and breathing heavily. "I'm... just getting my... second wind," the archer panted. Thor laughed at Barton's exhaustion. "Take heart, archer," he chuckled. "Your aches and pains will only make you stronger!" Barton merely shrugged, tiredly.

…...

As the Avengers awaited the arrival of Jane Foster and Darcy, Thor regaled his friends of his recent adventures. Banner had finished preparing his lab for Jane, and the Avengers were gathered in the Tower's common area. The group sat around a glass coffee table on the plush couches and chairs. Soon, though, the conversation turned serious, when Thor asked what had happened to Loki's scepter after the battle in New York. Barton got a dark look in his eye at the mention of Loki.

Natasha informed Thor that the scepter had been lost after the events with HYDRA. Presumably, HYDRA agents had taken the staff, along with other highly dangerous items and information during the chaos.

"That is most distressing," Thor growled. "My father wants the scepter locked away in Asgard. We should make finding it our top priority." Barton and Steve nodded in agreement. "Don't worry," Natasha said. "We're searching for what remains of HYDRA. It's only a matter of time before we find them." This seemed to satisfy Thor for the moment.

Wanting to change the subject, Banner asked Thor, "So, what does Dr Foster want, exactly? She and I have never worked together before. I've worked with Selvig a long time ago, before my little accident."

"She was quite insistent on speaking with you on her work with dimensional portals," Thor explained. " Jane would like your opinion. She holds your intelligence in high regard." Banner chuckled softly. "Well, that's not exactly my field," he explained. "Danny and his family would know more than I do on that subject. His parents have a fully functional portal to the Ghost Zone in their basement, and Danny can form portals to the Ghost Zone on his own now."

"What?" Thor seemed somewhat startled by that bit of information. He was unaware that humans had already built portal technology. Some times, humanity's ingenuity startled him. At times they could be as savage as Kree, and other times as intelligent and logical as Asgardian scientists. The fact that Phantom could open a portal to another dimension of his own free will was both impressive and frightening. "Yeah, well, I'm not exactly the expert on the subject, either," Danny said. "But I'd be glad to help!"

…...

When they reached word of Jane and Darcy's arrival, Tony sent his driver, Happy Hogan, to pick them up at the airport. Upon their arrival, Jane and Darcy were greeted by Pepper Potts, who guided them to the top floor. "Wow, cozy," Darcy commented as they exited the elevator and walked into the team's common area. "I could seriously get used to this."

"Jane," called Thor, who quickly crossed the floor. He hugged her, and kissed her cheek. "I'm glad you and Darcy arrived safely." As the two spoke more, Darcy wandered around the large area. She noticed a glowing blue panel on the wall. Her quirky curiosity got the better of her, and she reached out to press it. "I wouldn't, if I were you," came an echoed voice behind her. She gasped and whirled around. Danny Fenton appeared in front of her. "That panel activates the tower's security. And believe me, you wouldn't want that."

"Sorry," she replied, straightening her hat. "Force of habit." Danny merely shrugged. "Don't worry," he said. "I'm the same way."

"Uh-uh, no," came Tony's voice from across the room. Stark pointed at Jane and Thor as he walked into the room with Banner behind him. "No lovey-dovey stuff in here from anyone but me and Pepper. Take it into your room, if you can't keep your hammer in your pants." Thor wore a bemused expression at Stark's teasing, while Jane looked slightly irritated. Tony walked over to the bar to talk with Pepper, while Banner shook hands with Jane.

"Uh, Dr Foster, hi," he said. "I'm Dr Banner. Nice to meet you. Don't mind Tony." Jane nodded. "Dr Banner, I've read a lot of your work," she said. "Erik Selvig said he worked with you some time back." Danny and Darcy walked over, and Darcy commented, "Wow, really? That must have been a _long_ time ago, 'cause Erik is kinda old."

Jane sighed, embarrassed. "Dr Banner, this is my assistant, Darcy Lewis," she introduced them. "Whoa," Darcy said. "You're Banner? Sorry about that old joke. Please don't go all rage monster on me!" Banner just chuckled, slightly. "No, it's alright," he shook his head. "I have to work with Tony everyday; I'm used to it."

Noticing Danny standing nearby, Bruce said, "Oh, Jane, this is Danny Fenton. Danny, this is Dr Jane Foster." Danny smiled as he shook her hand. "Oh! You're Danny Phantom," Jane exclaimed, embarrassed, as she suddenly recognized the name. "Last time I checked," Danny chuckled.

…...

Shortly, Banner led Jane, Darcy, Thor, and Danny into his lab. Jane looked around impressed. "This is a really nice set up. It's so much more clean and open than our place back in New Mexico." The room was an impressive mix between a lab and a workshop; everything sleek and state of the art. Bruce, with the help of JARVIS, explained how everything worked. Jane had no problem keeping up, seeing as how she had one of the best scientific minds on Earth. Danny was able to keep up a little, as well. Spending so much time with Stark, Banner, and his own parents had smartened him up, though, only to a point. He was no Jane Foster or Tony Stark.

"So, Dr Foster," Danny said. "Thor said you wanted to talk about portals?" Jane nodded excitedly as she turned to Danny. "Yes, that's right," she said. "It's my chosen field, now." Darcy snorted. "That's putting it mildly," she said. "More like 'stalkery-obsession'." Jane frowned at her. "Darcy," she scolded. "I'm an astrophysicist, who just happens to be very, very passionate about her work. And I'm a professional; I don't _obsess_ over things."

Turning back to Danny and Bruce, she continued, "As I was saying, yes. I want to use your equipment to run some experiments to see if that sort of thing is possible. After studying the Convergence and it's effects, I've come to the conclusion that in a few decades, maybe sooner, we can harness that energy and manufacture portals to other worlds!" Bruce and Danny exchanged a glance, smirking.

"Well, Dr Foster," Bruce said. "I'm sorry for your wasting a couple of expensive plane tickets for you and your assistant, but... well, Danny's parents, Jack and Maddie Fenton, have already made a fully functional portal to a dimension called the Ghost Zone." Jane looked mildly confused and taken aback for a moment. "Wh-What? I'm sorry, I'm not sure I heard you," she stammered. Someone else had already made a portal to another world?

Danny shrugged and nodded. "Yup, it's true," he said, rubbing the back of his neck. "It's how I got my powers, actually." He may be well known around the world after the Dis-asteroid incident, but the whole story of how he got his powers wasn't widely known. Sadly, the majority of the scientific community still didn't fully accept Jack and Maddie's theories and work, despite the role they played in saving the planet. The stigma of ghosts and the paranormal being silly superstitions held firmly, in some cases, despite the fact that everyone knew ghosts existed.

Danny noticed Jane's uncertain frown. She knew that random, natural portals could be formed, but she wasn't aware of any man-made portals. For a moment, he thought he had crushed this woman's dreams and life work! He felt guilty, and was about to say something to her, when she surprised everyone. "This is incredible!" she shouted excitedly. She began pacing back and forth across the room in a bubbly manner. "This means that my work is absolutely right! And these advances can be made- have already _been_ made- and we can start moving forward with our understanding of the universe far faster than ever! We can now go across the galaxy in less than a moment! This could seriously alter everything we know about... _everything!_ "

Thor and Darcy shared a look. Jane was rarely this excited. But Thor was happy that she was so happy. She then began asking Danny questions at a very fast pace, and Danny could barely keep up with her. When she paused for a breath, he interrupted her. "The only downside is that my folks' portal only goes to the Ghost Zone; it can't go anywhere else," he explained. "Well, not yet, anyway."

Jane only looked slightly disappointed at that. "But still, it's a start," she said, still excited. "So, what is this Ghost Zone like? Have you studied it in detail, yet?"

Danny nodded. "Oh, yeah," he winced. "Very much." Thor laughed grandly. "Indeed," he said. "Phantom is the one who defeated Pariah Dark, and prevented him from invading Midgard! Your 'Ghost Zone', as you call it, is not limited to just Earth; it is connected to all the Realms! On Asgard, we call it 'Helheim'. It is, more or less, a part of Valhalla." This was news to Phantom. But, then again, he never got a chance to speak to Thor in depth about such things.

"I can also form natural portals into the Ghost Zone on my own," Danny continued. Jane looked even more surprised. "Could you demonstrate?" she asked. "Or, maybe, we could even explore part the Ghost Zone!" Danny didn't like the sound of that. He knew all to well that something like that could go badly. Just watch any number of science fiction movies! "Umm, I'm not so sure that's a good idea," he said. "My control over that power isn't that good; I can't decide where the portal will open up!"

Bruce somewhat shared Danny's resistance after his own experience with ghosts. He had no desire to have a repeat of what happened in Amity Park. Before he could voice his opinion, Thor spoke. "Jane, this may indeed be unwise," he said. "The dead are not to be trifled with. Their realm is not for the living." Darcy shrugged. "I don't know, might be cool," she said. "Couldn't be any worse than evil space elves."

"Exactly," Jane said. "And it's not like we would be exploring it in depth at the moment. Plus, we're in Avengers Tower! It would be in a controlled environment; Dr Banner and JARVIS could monitor the whole thing." Danny and Bruce sighed. Jane had a point; the Tower _was_ ghost-proof. Anything that came through would be easily contained. "Alright," Danny relented.

…...

Soon, the lab area had been prepped, and Danny was in his Phantom form. Jane, Thor, and Danny would enter the Ghost Zone and Banner and Darcy would remain behind to monitor the experiment. Danny had set ground rules: They wouldn't stray far from the portal entrance; and if anything went wrong, they would leave immediately.

Taking a deep breath, and praying the portal wouldn't open up somewhere too bad, (or embarrassing), Phantom held up his hand, and the bright green portal flashed into existence. Jane and Darcy jumped slightly, startled. "How long will this portal remain open?" Thor asked. "As long as I want, I think," Phantom replied. Danny stuck his head inside, and saw that it had opened in a thankfully empty area. Nodding to Thor and Jane, the three stepped through into the Ghost Zone.

"Wow," Jane whispered. Danny and Thor looked around warily. The three of them were standing on a massive floating chunk of rock. Everywhere they looked was a dark green swirl. Nearby, purple doors were floating. "Oh, yeah," Danny chuckled. "I probably should have told you. The laws of physics don't apply here."

Jane reached out and poked a tiny rock that floated past. "Wow," she repeated. She pointed to the doors. "Where do those doors lead?"

"Trust me," Danny said. "You don't want to know. A lot of those doors are the ghosts' lairs or homes. Others lead to, well, you know? I'm not really sure." Thor looked very uncomfortable being there. Jane pulled out some of her equipment, her inner scientist taking over. "I've never seen anything like these readings," she murmured. The pair walked a few feet further on the rock.

The more Danny looked around, the less certain where in the Ghost Zone they were. "I don't think I've ever been to this are of the Ghost Zone, before," he said. Peering over the edge of the rock, he saw an floating obelisk-shaped rock covered in a language he didn't recognize. It looked similar to the ancient writing on Thor's hammer, which the Asgardian was clutching tightly.

"Hey, Thor," Danny called. "Come look at this. Does this look familiar?" Thor stared at the stone for a moment, silently mouthing the words he read. A look of utter dread crossed his face. "Odin's beard," he quietly cursed. "Jane, Phantom, we must leave now!" Jane looked up from her device, confused. "What's wrong?" she asked.

"We are in grave danger," Thor said. "Pariah Dark may no longer rule this Realm, but someone far more dangerous does. And I fear we are now trespassing in her domain." Danny cocked an eyebrow. "Who are you talking about?" Thor regarded his young friend grimly. But before he could reply, a bright green flame struck Danny violently in the side, knocking him flat on the ground. Thor whirled around, hammer in hand, a scowl on his face.

Above them floated an eerie feminine figure. She wore a skin-tight green outfit with jet black lining and strange designs. She wore long black, tight finger-less gloves and knee-high boots, and her fist and eyes glowed with the same, unnatural green glow as Phantom's. Surrounding her was a long green cape with a tall, flaring collar that rose above her head. Her head itself was covered in a black and green mask with tall, black decorations coming from her headdress that were reminiscent of dead tree branches or antlers. Her mouth and chin bare, she had a dark smirk, her dark green lips glistening.

"Hela," Thor growled. The woman nodded, her dark smile growing. "That's right, Son of Odin," she purred, her voice low and seductive. "It was not our intention to trespass, Hela," Thor tried to explain, moving protectively between Hela and his friends. Jane was crouched by Danny, who rolled over onto his back in pain. Danny grunted as he held his side. "Oh, yeah," he said weakly. "I forgot I can be hurt here..." He lost consciousness, and reverted to his human form. The portal he had formed between the worlds vanished. Jane gasped, and Thor growled.

"I do not care what your intentions were when you came here," Hela said, her voice like silk laced with venom. "None of you will leave."

…...

Meanwhile, in an undisclosed location, Nick Fury, the former director of SHIELD, was taking it easy, for the moment. SHIELD had to recover from what HYDRA had done. It was true. Rogers had been right. They all had to atone for what they had allowed to happen. HYDRA should never had allowed to grow to such an extant. Numerous agents that were loyal to SHIELD had either quit or retired early, having lost faith in the organization after the incident. Fury also went undergound;

But Nick Fury had a secret weapon: Phil Coulson. The Avengers thought that Coulson had died at Loki's hands, and in a sense that was true. Somewhat. Coulson was indeed still alive. But the Avengers didn't need to know that. Not yet, anyway. They needed the push at the time to rally together to stop Loki. Now recovered, Coulson had been entrusted with re-building SHIELD by Fury personally. Nick Fury trusted very few people. One of them was Phil Coulson. Coulson was the one in charge of starting over. And do it right, this time. Fury felt his phone buzz on his belt. Seeing the encrypted number that only he had, Fury smirked. Speak of the devil. He answered the phone, "Talk to me, Phil."

"Sir," came Coulson's grim voice. "We have a situation. You won't believe who we just found. We need you down here, ASAP, sir. I'll have May send you the coordinates."

…...

Upon arriving at the secret base that the remnants of SHIELD operated from, Nick Fury was met by Coulson, and his second in command, Agent Melinda May. They were the only two among Coulson's team that new Fury was still alive. Wasting no time on ceremony, the two agents led Fury to the bases holding cell; which had briefly held the traitorous agent Grant Ward. After Coulson brought down the cell's security camo wall, Nick Fury was both startled and shocked by who he saw. The man had dark circles under his eyes and long, ragged silver hair. The man was in desperate need of a shave, and wore what remained of a once finely tailored suit.

Vlad Masters. The man who once blackmailed the world to get what he wanted. The man who once, for however brief a time, ruled the entire planet. The half ghost billionaire also known as Vlad Plasmius. "Right now, only Agent May and myself know we have him here," Coulson explained. Being Director of SHIELD held meant that Coulson didn't have to tell his team everything.

"We found him in the woods during an intel mission," Agent May explained. Fury leveled a glare at the prisoner in front of him. Coulson stepped up beside Fury. "We ran all the tests on him," he informed Fury. "He's clean. No traces of ectoplasm in his system. No clue how that's possible; he hasn't said a word." Vlad looked up at Fury and met his gaze with a tired, hollow look.

"Director Fury," Vlad rasped. "I believe you have some questions for me, dear man. Or, should I call you _former_ Director?"

...

 **I thought this would take me longer!**


	5. Chapter 5

**All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman.**

 **Chapter 5: Welcome to Hell**

"Vlad Masters," said Nick Fury. "Your face is one I thought no one would ever see again. Last I heard, you were left stranded in space. Care to explain how you got back home?" Fury stood in front of the holding cell at the classified SHIELD outpost currently playing home to Coulson's team. Inside said cell was Vlad Masters, the only man in history who could legitimately say he had once ruled the entire planet Earth.

But the man sitting before the Director of SHIELD was a shell of the man he had once been. Despite his appearance, Vlad retained a small glimmer of the grace and aristocratic air he once carried so fluidly. Sighing grandly and tiredly, Vlad looked at Fury for a moment before answering. "Straight to the point then, hmm? Very well," he rasped. " After I was left to perish in space by Jack Fenton, and realizing I had no way of stopping the Dis-asteroid from striking the Earth, I knew that I had nowhere to go.

"It had been my own arrogance that was my downfall, I suppose. But I had resigned myself to the painful reality that I was now a lowly free-roaming space nomad." He looked down at his hands before frowning at his captors. "I suppose your also wondering why I no longer have my ghost powers? That, my friend, is an aspect of the story of how I got back to Earth in one piece.

"I witnessed the impressive accomplishment of the Earth turning intangible. That was very clever. Such a shame I wasn't the one to think of it. But still, a small chunk of the Dis-asteroid had broken off as it approached the Earth. I was unlucky enough to be caught in it's way. In my misery, I hadn't seen it coming. In case you weren't aware, the Dis-asteroid was made of pure ectoranium, a rare element, and the only natural one that can actually harm ghosts.

"After being struck, I barely survived the impact and was sent careening towards Earth. Being struck at such high velocities and by such a concentrated amount of ectoranium had destroyed the ectoplasm in my DNA, and I barely had enough power left to allow me to slow my fall from orbit to the point where I would survive. But, alas, I had used up what was left of my power, leaving me an ordinary man once more."

Fury narrowed his eye at the man, not saying a word. Vlad frowned and raised an eyebrow. "You don't believe me," he commented. Fury glared deepened. "You held the world for ransom and forced every nation to sign ruler-ship over to you, and you have the audacity to ask if I believe you," he sneered at Vlad, who merely returned the scowl.

"The proof is sitting right in front you," he said. Vlad gestured to Coulson and Agent May. "Your own people have run their little battery of tests, but you're more than welcome to run them again for yourself."

"To what end?" Fury countered. "I'm not questioning my people or their results, Mr Masters. I'm questioning _you_. So what if you've lost your abilities? Do you honestly think that would somehow grant you leniency if we haul your ass before the courts? Do you honestly think having no powers makes you sympathetic? No. It doesn't."

Vlad scowled deeply, before standing up face to face with Fury, the only thing standing between them was the bullet-proof glass wall of the cell. Even weakened and withered, Vlad stood a good several inches taller than Fury.

" _Of course_ it makes a difference, Director Fury," Vlad growled. "If I still had my powers, all of you would be _dead_. Ask yourself honestly, Director. What purpose could be served by letting myself be captured, even if I had my powers? I have nowhere to go. I'm wanted in every nation on the planet, and all of my wealth and property has been seized by the government, not to mention that without my powers, I no longer have any allies in the Ghost Zone!

"And speaking of the courts, you wouldn't know which one to bring me before, now would you?" Vlad gained a smug look in his eye. "As I said, I'm wanted in every country on the planet. And each of them would demand that I be extradited to face justice in each one."

Fury gave a mirthless chuckle. "Maybe so," he said, crossing his arms. "Or maybe just keep your ass locked up in a hole for the rest of your life? I never said we would be taking you in front of a judge for certain; I said _if._ You wouldn't be the first madman we've kept locked up without any one knowing."

Vlad's smug look fell once more. Deciding to change the subject, he asked, "So, tell me. How is young Daniel? I may have kept myself in exile, but even I have heard about the Battle of New York, and the resulting aftermath with SHIELD collapsing. He, and the rest of those so-called heroes. What do they call themselves; the Avengers?"

Fury scowled. He didn't like it when prisoners tried to ask the questions. "They are none of your concern, Masters," he said. " _I,_ however, _am._ " He turned away from the cell, with Coulson and May in tow. "Your team isn't well-enough equipped to deal with him if he is hiding something."

"What do you have in mind?" Coulson asked.

"I'm going to call in someone who is better than I am when it comes to asking questions." Fury said. "Move him to a different station; somewhere secured. It's too dangerous to keep him in your HQ. I'll make the arrangements for Agent Romanoff to go there. But as it stands, there's no need for her or the other Avengers to know your still alive. At least for now. As always, if and when they find out is up to you, Phil. But now is definitely not the time."

As Fury boarded his private helicopter to make preparations at the station he had in mind, he failed to notice a faint red glow in Coulson's and May's eyes as he lifted off...

…...

Thor threw his hammer as hard as he could at Hela, the ruler of the Helheim who floated above them. Hela merely smirked and didn't move as the mighty Mjolnir streaked toward her. As the hammer reached her, she simply held up her hand, causing the hammer to stall in mid air and fall to the ground. "You are in _my_ world, now, Odinson," she said. "And here, everything bends to my will."

Thor growled as he called his hammer back to him. Bellowing, he launched himself at her, swinging his hammer as hard as he had ever swung it before. Again, Hela just held up her glowing hand, and caught Thor in mid air with her power. Thor struggled, unable to move. She grinned seductively as she drew him near to her. "So bold, so dense," she purred, her lips mere inches from his. "Just like Odin."

Danny's head swam as his vision slowly returned. He instantly became aware of the intense burning pain in his side. The pain jostled him back to stark reality. The Ghost Zone! He looked around to see Jane Foster kneeling next to him, and followed her gaze to see Thor surrounded in a glowing green and black energy. A floating woman wearing green and black with a massive headdress seemed to be the one holding Thor, and likely the one who attacked him!

He changed back into his Phantom form and launched himself at the woman. "Hey, lady!" he yelled. "You should hire a gardener to trim your head!" As he drew near her, she merely smiled gleefully, as if a sudden realization hit her. At the very last moment, she moved faster than humanly, ( or inhumanly), possible, sidestepping in mid air. As Danny sped past her, she reached out with her hand, which now glowed with a deep red and black fire, brushing his leg.

Instantly, Phantom fell to the ground, screaming in utter pain. It was worse than blood blossoms! His whole body seized in agony. Hela then violently threw Thor to the ground beside his companion as Jane rushed over to help Danny. Thor got to his feet and knelt by his friend. "What did she do to him?" Jane asked worriedly, as Danny continued to yell out. He once more reverted back to his human form, but the unending pain continued.

"My Death Touch, mortal," Hela explained, still hovering above them. "He's suffering!" Jane yelled at her. Hela merely shrugged, indifferent. "Hela," Thor bellowed. "End this madness! _NOW!_ "

Hela sighed and tsked in disappointment. "I so rarely get to have fun." She then loudly snapped her fingers once, and the unbearable pain left Danny as if it had never been there. Gasping, Danny sat up with Jane's help. Glaring up at Hela, Danny asked, "What do you want with us?"

Hela shrugged. "At first, I was intent on ending your lives for intruding in my Realm and keeping your souls for myself," she said. "However, a thought just occurred to me. It isn't often that two warriors such as yourselves come here. And a half living, half dead being is so incredibly rare." She rubbed her hands together, as if in anticipation for something.

"I grow so bored, watching the remains of once great men and women fight and fall apart at my feet," she continued. "I long for real and fresh entertainment. I hunger for competition. And the prospect of a duel between the Crown Prince of Asgard and the being who defeated Pariah Dark _excites_ me so."

Danny and Thor shared an uncertain glance. "You want us to fight?" Danny asked. Hela nodded, "Yes. I know the fire that burns within you both. Phantom, your victory over that old fool, Pariah Dark, has impressed even me, and there was a time when Thor and Loki''s sense of sport shook the very foundations of Asgard. I simply wish to witness that level of competition, first hand."

"Never, Hela," Thor said. "We will not be your entertainment." Hela shrugged. "Then stay here, and rot for eternity," she stated plainly. "Wait, what about me?" Jane asked. Hela shrugged once more. "I care not for the souls of Midgard; dead or living. They are so weak, so fragile. You, woman, can rot, for all I care."

Thor glanced at Jane, concern filling his features, before returning his gaze to Hela. "Very well, Hela," he said. "We will do as you wish."

"What?!" Danny and Jane shouted in unison.

"On one, and only one, condition," Thor continued. Hela crossed her arms. "And what would that be?" she asked. "Send Jane back to Midgard," Thor said. "She has no reason to be here, and as you said, she would be of no use to you. Send her back, or you will get no battle from us."

Hela rolled her eyes. "Very well," she said. Snapping her fingers once more, Jane vanished. Hela then showed a window to Earth, showing Jane fall through a small vortex and landing back in Avengers Tower. "Satisfied?" Hela asked. Thor nodded. Hela smiled. Lifting her hand, the three of them were teleported to a battlefield. Hela was sitting leisurely on a throne, her legs crossed and resting her head on one hand.

"Um, just one thing," Danny said. "What does the winner get, here, exactly?"

"Loser goes home, provided they are still alive," Hela said. Leaning forward, she laced her fingers together and rested her chin on them. "Winner, stays," she smiled. Danny raised an eyebrow. "How is that a reward, exactly?" he asked, sarcastically. Thor looked to Danny, and said, "I'm sorry. But it was the only option we had. Hela would have killed us all had we refused. This way, at least Jane is safe, and we have a chance."

Danny shrugged. "I understand, but do all Asgardians resort to fighting in a disagreement?" he asked. Thor frowned. "You jest, but it works," he said.

"Enough talking," Hela said, her voice echoing. "Let the battle begin!"

…...

Avengers Tower was in an uproar. Shortly after Danny Phantom, Thor, and Dr Jane Foster entered the Ghost Zone via the portal Phantom had formed, it had suddenly vanished. Banner's conclusion was that something had happened to the group that caused the portal to collapse. The remaining Avengers had gathered in the lab. "So much for a safe work environment," Natasha muttered.

"What do we do now?" Hawkeye asked. "It's not like they're somewhere on Earth where we can go get them; they're in a whole other dimension."

"What if we contact Danny's parents?" Tony suggested. "They have a portal in their basement we can use to get into the Ghost Zone." Bruce shook his head at the idea. "No," he said. "Danny even said he wasn't sure where in the Zone his portal would open, and according to Thor, the Ghost Zone isn't just limited to Earth. If we sent in a team to look for them, we might be searching for years without finding any trace of them."

"So, what, we just sit on our asses and do nothing?" Stark asked. Steve sighed. "I don't like it, either, Stark," he said. "But sometimes, you can't do anything. We just have to trust that they find a way out." Natasha scowled, but she knew Steve was right. She was about to say something, when a red and black vortex opened up above the floor, and Jane Foster fell through.

Rushing over to help her, Darcy asked, "What happened?" Jane unsteadily got to her feet, holding her head. "Oh, my God! Thor!" she shouted. "There was this creepy woman, and she attacked us, and then she wanted Thor and Danny to fight, and then all of the sudden I'm back here!"

"Dr Foster, calm down," Steve said. "Take a deep breath. Do you have any idea where you last were? Did Danny mention anything before you were attacked?"

Jane took a steadying breath. "Yes, Danny said he didn't recognize where we were in the Ghost Zone," she said. "And Thor saw this strange floating rock, and he got upset and worried. That's when we were attacked. She hit Danny with some kind of green fire, and it knocked him out. That was when the portal collapsed. Thor made a deal that he and Danny would fight if she sent me back here."

As more questions were being asked, Natasha felt a buzzing from her communicator. Quietly slipping out of the room, she answered it. After listening for a moment, she almost thought it was a joke, before reluctantly agreeing. She didn't like leaving her team when something like this happens, but when Nick Fury orders you for a mission as high level as this, you agree to it. Even if Fury is technically supposed to be dead. After all, only she, Steve Rogers, Maria Hill and Sam Wilson knew that he was still alive.

Sighing, she glanced back at the lab, where everyone was throwing out different ideas on how to get Thor and Danny back, before leaving to prepare herself. After all, interrogating someone like Vlad Masters was going to be interesting, to say the least.

...

 **Not too different, huh? The changes melded together pretty good.**


	6. Chapter 6

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman.**

 **Whoo! Finally got the new chapter and all the edits done!**

 **Chapter 6: Thunder vs Ice/Darkness Inside**

"Enough talk," said Hela, her voice echoing. "Let the battle begin!"

Presently, Thor and Danny Phantom were trapped in the Ghost Zone, and were being forced by Hela to battle for her amusement. And neither were looking forward to fight one another. This didn't stop Thor from hitting Phantom head on with Mjolnir. Danny was sent flying back. He groaned as he rose to his feet. The last time he had been hit that hard was when the Hulk had attacked him before the Battle of New York! He looked up to see Thor leap into the air, his hammer catching lightning. He then flew down to strike Phantom, but Danny raised his hands and blasted a ghost ray at the God of Thunder. Thor grunted as he collided with the ground with a thud.

"Marvelous," Hela purred.

Thor looked up to see Phantom had vanished. He suddenly felt an intense chill. He whirled around to see Phantom, his eyes glowing blue, and used his ice vision to freeze Thor in a block of ice leaving his head exposed. Thor smirked. "Ice?" he asked. "You will have to do better than that!" Gathering his impressive Asgardian strength, he shattered his ice prison. "I've felt colder chills from the Frost Giants!"

"Seriously? Trash talking isn't really your thing," Danny commented, ducking as Thor swung his hammer. "You know, is there really a reason you and I can't take her down together?" Danny asked as he traded blows with Thor. Thor grunted as he ducked one of Danny's kicks. "No," he replied. "Hela rules this place absolutely; we could never stand against her. I expect no help from my father, either. He was against my returning to Midgard in the first place."

Thor's hammer landed a solid blow on Danny's back, knocking the ghost down. Danny phased through the ground before he collided with it. "You know," Danny said, reappearing behind Thor. "We can't keep this up forever." He then punched Thor full flush in the jaw with a fist charged with ecto-energy. The blow busted Thor's lip and sent him sprawling. Groaning, Thor wiped the blood off his mouth and gave a warrior's smirk. He did enjoy a good battle.

"You're right," he agreed, standing up. "So I shall defeat you, so that you may return to Earth!" He charged Phantom once more.

…...

Black Widow arrived at the secured facility that Fury had informed her of. She wasn't exactly certain how he had gathered the resources and people. But she had learned a long time ago that Fury was capable of anything. It almost felt good to be working with Fury again on something. Almost. Natasha Romanoff was not a nostalgic person. Her past left nothing for her to feel nostalgic for. And she was not thinking of the past. She was focused on the present.

She knew a lot about her subject of interrogation. Vlad Masters. Danny had told her a great deal about his arch nemesis when she rejoined the Avengers. It never ceased to amaze her how much information one could inadvertently obtain when someone was comfortable around you. And Danny was a very talkative person. She wasn't even trying to gather information from poor Danny, and it certainly wasn't under-handed on her part. It was just a force of habit for her. A talent she had gained during her early days as a spy. And as much as she liked Danny, she would admit that he was more than a little clueless at times.

Fury was waiting for her when she arrived. He lead her to a small room. Through the two-way mirror, she saw Masters sitting in a special cell. A single chair sat in front of it, and the lights were dimmed to almost blackness. "He's all yours," Fury said. Natasha took a silent breath to prepare herself. One never knew what to expect from these sorts of things. Not that it worried her. Very few things worried Natasha Romanoff.

She entered the room and said nothing as Vlad stared her down. She returned the stare with an icy glare of her own. She simply sat down and stared at the man. Vlad stared at her back, but his arrogant, if tired, air seemed to slowly leave him as her frown seemingly unnerved him. He looked thin, but he had been allowed to clean himself up. While he was still a far cry from the man she had seen in pictures years ago, he looked healthier than she expected.

"Are you going to say anything, dear girl?" Vlad eventually asked. "I know I'm more attractive after a shave, but that's no excuse to stare." Widow wasn't impressed by Master's attempt at levity. It was interrogation 101. Let the subject speak first. Usually, a poor attempt at levity to lighten the mood meant that they were nervous, or trying to deflect attention from themselves.

After a moment, she replied, "Let's not waste time playing games. I want you to answer a few questions."

Vlad smirked. "Ah, so the infamous Black Widow _does_ speak," he said, leaning forward. "I must say, you don't look at all as intimidating in person as I had thought. Though, who am I to judge someone on their appearances? I look like I've been living under a bridge. You, on the other hand, are quite attractive. I've always had a thing for redheads. But to your point, what would you like to know?"

"How did you survive? Why do you no longer seem to have any ectoplasm in your system?" She asked, plainly. Vlad huffed and crossed his arms in frustration. He glared at her, as he said, "This again? I've already told Fury and his SHIELD agents the reason why almost a _dozen_ times!"

That statement caught Natasha off guard, slightly. "There are no SHIELD agents left," she said. "Fury may have contacts and people still willing to do work for him, but SHIELD is dead and buried."

Vlad raised an eyebrow. "Tell that to the man and woman who captured me," he sneered. "But to your question, allow me to explain, once more..." As he retold his story to Natasha, she became aware of the start of frustration in the back of her mind. Vlad's story was just as Fury told her while she was en-route. Either he had memorized his story to the letter, or he was telling the truth.

She decided to change the subject, and try and catch him off guard. "So, tell me," she said cooly. "You must have used your powers to accumulate much of your wealth, back in the day."

Vlad nearly did a double take; he was so surprised by the change of subject. "Come again? What does my wealth have to do with how I got back to Earth?"

Natasha shrugged. "That's not all I'm here to find out about you," she said truthfully. "You've always been a very enigmatic person, open and arrogant as you might be. It's always been a bit suspicious; you suddenly coming into so much wealth in such a short amount of time. You went from a budding engineer in college to a successful and wealthy businessman very quickly. Quite a drastic career change."

Vlad snorted. "Well, after my little accident at the hands of that fool, Jack Fenton, I was left bedridden in the hospital for some time. That time alone allowed me to chart a new course for myself. One that left me very wealthy, very quickly. Why do you ask if I used my newly found ghost powers to become rich?" Natasha would have rolled her eyes, if she hadn't been so well trained. What kind of idiot did he take her for?

"It's something I would have done," she shrugged. "Something most people would have at least tried. People are greedy bastards. But most people wouldn't know where to start."

Vlad snorted, "True, but most people aren't as clever as I am." Almost instantly his eyes grew wide as he realized he had pretty much slipped up. Black Widow allowed herself a small smirk. "Your arrogance is a major flaw," she said softly. Vlad scowled darkly. If he could have, he would have killed her then and there. Instead, he merely sighed in resignation.

"Very well," he said, his head bowed. "You really are quite good at this. Yes, I admit it. I suppose I have nothing to lose at this point. I used my ghost powers to become wealthy. What more can you do to me? I'm already a criminal. What's one more confession? It changes nothing. I have no powers, anymore."

"And we're back to that," she said. "I suppose that's enough for now. You've been very helpful." She stood up and headed for the door when Vlad asked, "Tell me one thing, Agent Romanoff. How is Daniel? I understand the Avengers are once more a unit. The reason I ask is that you may not know him as well as I do. He has a... _dark_ side that very few are aware of."

She didn't turn around, but she glanced over her shoulder, instantly suspicious. And slightly angry. "He doesn't have a dark side," she said. Vlad grinned menacingly.

" _Everyone_ has a dark side," he said. "You should know this one simple truth more than anyone, _Black Widow._ Some of us have it a bit closer to the surface than others, but we all have that small part of us that is a killer. Need I remind you of all the men, women and children you murdered before you worked for SHIELD? The Red Room _destroyed_ your humanity. You _are_ the living embodiment of your own dark side. And no matter how hard or fast you run from it, your past will catch up to you one day, dear girl. Our pasts always catch up to us. Even Daniel's."

She turned to him and slowly walked up to his cell. She wore the icy look of death on her face. "You right," she said, her voice like a cold knife. "I am my own past. But Danny's too young to have a truly dark part of himself. To see the monsters people like you and I really are, deep down. To know the things I've seen and done."

"My, my, my," Vlad said. "Quite attached to the Little Badger, aren't we? I was once the same way. I wanted so desperately for him to be at my side. I wanted to teach him everything I knew. But know this. _He will let you down_. Someday, you'll see. You and your little band of Avengers will all see the secret his past holds. Or, should I say _future_?"

...

Danny yelled out as he was knocked back by Thor's blow. This sucked. Yeah, no other words to describe it. Both fighters were bruised, bleeding, and growing tired from the battle. Phantom rolled out of the way of a bolt of lightning shot from Thor's hammer. As he rose to his feet and glanced at Hela, who wore a smile of pleasure on her lips; as though the sight of the two combatants filled her with ecstasy. "Such vigor," she murmured.

A thought suddenly crossed Danny's mind. A devious smirk worked it's way across his bleeding mouth, and he turned back to Thor. He flew fast and grabbed Thor's shoulders and the two locked up in a test of strength. " _I have a plan,"_ Danny said low so that only Thor could hear. _"It's a little out there, but it might get us both home! But we need to make this convincing."_

"Tell me," growled Thor. He wasn't totally trusting of Danny's idea's, as he could sometimes be as careless as Stark. But by the same token, he had the same bravery of Captain America. "Let's make her mad," Danny said plainly. Thor eyed Danny as though he had grown the face of a Bilgesnipe. The God of Thunder briefly wondered if he had hit Phantom _too_ hard...

Thor tossed Danny and the two made a show of once more testing one another's strength. "Are you mad as Stark?" Thor asked, his voice a whisper. "Hela controls this Realm absolutely. She will not hesitate to kill us if she is angered."

"Not that mad," Danny said. "But if we can just get her to open another portal back home-"

"Then we can slip through, if we are fast enough," Thor completed Danny's sentence. Thor then raised his knee hard into Danny's stomach, forcing Phantom to double over. Thor walked over to face Hela once more. "Hela," Thor said. "Before we end this fight, I ask a favor. You showed me that Jane is safe when you sent her back, and that is good enough for me. Now, I ask that you show Phantom his family once more, as it will likely be the last time he will ever see them, should he win."

"That was not part of our deal, Odinson," Hela spat, the look of disgust and boredom returning to her features. "I sent the woman back. Those were the only terms. Now, continue the fight!"

"Do not repeat the rules of this game to me, as though I were a child," growled Thor. "I only ask for fairness to both competitors on your part." As the two continued to argue, Danny made a duplicate that took his place, as Danny; now invisible; put a hand on Thor's shoulder. He was ready to blast them to the portal, if Hela agreed.

The duplicate of Danny stood up, and joined the argument. "Look at it this way, Tree-Head," duplicate Danny said. "The faster you show me my family, the sooner Thor and I can get back to knocking each other senseless." Hela's eye twitched in anger and frustration. She rubbed her temples, as if she had a headache. " _Fine_ , you twits," she growled. She snapped her fingers, and a window into the Fenton Home burst into existence. The Fenton's were going about their usual day, with Maddie and Jack tinkering in the kitchen, and Jazz reading on the couch. "There. Satisfied?"

Duplicate Danny looked longingly at the image. He then glanced at Hela, and did a double-take. "Hey! Is that Odin behind you?!" he shouted in fake shock. Hela leveled a glare at the duplicate, and narrowed her eyes. "Just what kind of fool do you two take me for?" she said slowly, venom dripping from her every word. She snapped her fingers, and the duplicate faded from existence. The real Danny became visible once more, and looked around in shock. The window to Earth vanished equally fast.

She rose from her seat, and floated before them, rage in her eyes. "You believe you could trick me?" This was not so much a question, as it was a statement. "Believe me when I say that neither of you are as convincing as someone like Loki! Now, neither of you shall leave! And neither of you shall _live!_ "

" _ **Time Out!"**_

The Ghost Zone froze, as did everyone at the sound of the ominous voice. Two clock hands formed a portal in mid-air, and out floated a small, blue ghostly child, with a ghostly tail and a purple cloak. His expression was a bored frown. In one hand, he held a scepter, and in the other, he held two golden medallions. He casually placed the necklaces around Danny's and Thor's necks, and the three of them were instantly teleported back to Clockwork's lair.

As the medallions took effect, Danny and Thor looked around in confusion at their sudden change of venue. Danny grasped the situation quickly. "Clockwork?" he asked. It had been a while since he had last seen the Ghost of Time.

Said master of time merely nodded by way of greeting, casually winding the clock at the end of his staff. "It's been some time," he quipped. He then changed form into and adult-looking ghost master of time. "And I see you still have a habit of getting into trouble."

Thor looked suspiciously at the purple cloaked ghost. "I do not understand; what is this place?" he asked. Clockwork smiled at the Son of Odin, and gestured to his large viewing orbs. "I am Clockwork, master of time," Clockwork introduced himself. "And I rescued you from Hela's wrath. I've brought you both to my lair." On the screen, Hela was frozen in time, in the middle of her rant. Clockwork smirked as he pressed the button on his staff. "Time in." Time resumed, and Hela looked briefly confused, before noticing that Phantom and Thor were gone.

"Hela may be the master of her domain," Clockwork said as he collected the medallions from Danny and Thor and hung them back on the wall. "But she is not the master of time."

"Thanks, Clockwork," Danny said. "I wasn't sure how we were going to get out of that." Clockwork changed form once more into that of an old man with a long beard. He looked at Danny with a tired gaze, very well used to Danny's ability for getting into troublesome situations.

"Think nothing of it," Clockwork said. "But did you really think you could surprise Hela by asking if Odin was standing behind her?" Danny and Thor glanced at one another sheepishly.

"Uh, yeah, not my best moment," Danny chuckled, rubbing the back of his neck. Thor walked up to Clockwork. "Clockwork, forgive me, but I was not aware you were real," Thor said. "My father often spoke of a being who could control time, but he never said your name."

Clockwork smiled at Thor. "Odin and I know one another well," he said. "Though he will never admit it, I've had to assist him many times when he was younger. But I'm not here to reminisce. The two of you must return to Earth. Your friends are growing even more concerned."

He opened a portal to Avengers Tower, and Thor nodded his thanks and walked through. Danny was about to walk through, when Clockwork placed a hand on his shoulder. "A moment of your time," he said. "There are forces coming together that you must prepare to meet head on. And sooner than you realize. Some of your allies are holding secrets that may cause trouble, although they believe they are doing what is right."

"What should I do?" Danny asked. "I can't control what they want to keep secret from each other."

"True," Clockwork said. "All I can say is to be on your guard. What you and your team will face may shock you to your collective core, if you let it."

"And what are we going to face?" Danny asked, crossing his arms in frustration at Clockwork's cryptic nature.

Clockwork sighed. "Shadows from your past," he said. "If I told you exactly what, the timeline could be affected for the worse. This is something that you _must_ overcome for yourselves. I cannot interfere as much as I would like. Even though you are my responsibility, I still have a duty to time itself."

It was now Danny's turn to sigh. "I know, but thanks for the heads up," he said. Clockwork nodded, and Danny flew through the portal home. Clockwork looked over sadly at the small table in the corner that held Danny's evil future self. He knew Danny and his team of Avengers could overcome their next great challenge, but there may be a cost, if Danny can't come to terms with what is to come. He resumed his watch over time itself, calmly winding the watch on his staff.

…...

Black Widow walked out of the room where Vlad was being held. Fury had watched the interrogation from behind mirrored glass. It was a very rare thing that she could not get the better of a subject. It was an even rarer thing for her for a subject to get under her skin the way Vlad had. "You okay?" Fury asked. Widow took a deep breath, collecting her thoughts. "Fine," she said. "One thing's for sure, he's definitely crazy. But the scary part is that he's fully in control of himself."

Fury shrugged. "Maybe so," he said. "But he did confess to committing quite a few crimes. I'm not surprised, though." He glanced through the glass at Vlad, who was still sitting in his cell. "Bastard still thinks we aren't going to bring his ass to justice. We'll keep him here, for now. Keep pressing him. You and me both know the son of a bitch wouldn't just let himself get caught."

Natasha looked to Fury. "So, what are you going to do now? Disappear again?" she asked.

Fury nodded, slowly. "You know me, Romanoff," he said, smirking at her. "I'll always be around." Fury walked down the hallway, leaving Romanoff with her thoughts. She had compromised herself during the interrogation. She had let her friends get in the way of a mission. With Loki, she had been afraid, but that was part of the act. Loki was arrogant, but he felt in control so he had no problems spouting his plans.

With Vlad Masters, however... He knew the right buttons to push, even more than Loki had. Loki had the facts, Vlad had the experience to hit a person right where it hurt most. Vlad knew how to make her angry, and he knew that anger made people make mistakes. Part of her wanted to distance herself from everyone again, so she could go back to being the Black Widow that felt nothing. But then again... she didn't want to go back to being so ruthless, so cold and cruel. Vlad had been right. She couldn't hide from her past. Especially now that her past had been put out on the net thanks to HYDRA. But she could work to make herself better.

Regardless, Vlad's warning about Danny's past. And his future? That he would let them down. She would make it a point to come back and Question Vlad again. Once she had cleared her head. In the meantime, she would keep an eye on Danny. Maybe he could tell her more about Vlad. As she headed back to her ride, she thought about telling Danny Vlad was back. Fury wouldn't be happy, but then again, he wasn't her boss anymore. Natasha Romanoff wasn't an agent of SHIELD anymore. She was an Avenger.

…...

 **Well? How was the new chapter and all the edits?**

 **Reviews:**

 **princessbinas: Thor does not pill his punches! And Danny found that out the hard way!**

 **KaeterinaRomanov: No better ally than Clockwork!**

 **newboy: Well, Fury will always be a spy first and foremost, and he does mean well. Vlad and Fury are somewhat alike in the planning department.**

 **TheWhiteTitan: Thank you?**

 **Kindstar: Red glowing in people's eyes always mean trouble!**

 **7th-MOD: Thank you!**

 **FanficFan920: Thanks! I might have a Daredevil easter-egg soon!**

 **Guest: I like that idea! I probably will do that at some point!**

 **EmeraldWings1992: Thanks!**

 **newboy (again): Natasha is a professional, but she is also human. She's also very dangerous!**


	7. Chapter 7

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman. The author of this story owns nothing; this story is for fun, not money or profit of any kind.**

 **BEHOLD! A new chapter! With some juicy dialogue! (I hope!) And, a glimpse into Tony's future! Nothing like a little foreshadowing!**

 **(ATTENTION! If you're wondering why this chapter has been updated, princessninas alerted me to a flub on my part; Danny's eye color. Just fixing it! Thanks, princessbinas!)**

 **Chapter 7: Past Shadows**

A few weeks had past since Danny and Thor had returned to Avengers Tower from their little encounter with Hela in the Ghost Zone. In that time, they had managed to take down two HYDRA bases. The two bases in question hadn't revealed anything relating to the whereabouts of Loki's scepter. Only HYDRA thugs running weapons to various criminal and terrorist organizations, although, that in and of itself is a victory. Presently, Captain America, Thor and Hawkeye were all dispatched on taking out another small HYDRA base. Since intel reported it was a smaller base, the whole team wasn't needed.

All of this made Stark feel on edge more than usual, for some reason. Whenever he thought of HYDRA or Loki's scepter, a deep sense of dread crept up his spine. In the back of his mind, he had begun to feel like the Avengers alone might not be enough to keep the world safe. Safe from criminals and the occasional enhanced, sure. But what about another alien invasion? That question had kept him awake for several nights.

Although Tony was able to hide his exhaustion from most of the others, Banner had spent enough time around him to notice. He found Tony in their shared lab/workspace, located above and behind the Avengers' common area. Tony was drinking his coffee in great amounts, staring at one of his screens, muttering to himself. Various tools and crumpled papers were strewn around. "Tony, you okay?" Bruce asked.

"Hmm? What? Oh, uh, yeah, fine," Tony said, distracted. "Hey, Big Green, I want to run something by you." Bruce didn't answer, and simply raised an eyebrow. Tony took this as a cue to continue. "I'm thinking about designing a global peace keeping algorithm to help out the team, but I've run into a few snags."

Bruce glanced over Tony's ever-impressive math thus far. "Interesting," Bruce commented. "But the sheer amount of data and processing power needed to keep something like that running full time, and on a global scale, would be... staggering."

"And there are the snags," Tony admitted. "Strictly speaking, a program like JARVIS would be more than capable of running it. But even JARVIS isn't so advanced. No offense, buddy."

" _None taken, sir,"_ JARVIS replied. _"I am quite aware of my limits."_

"But think of it," Tony continued. "Global security. With a program like this to detect threats anywhere around the globe, it could also be programmed send out the new Iron Legion at the drop of a hat if it senses trouble. That would also give the team a break, which means more siestas for us."

Bruce looked at Tony for a moment. "You realize what you're talking about, right?" he asked. "Something like that would verge on artificial intelligence. Right? I mean, that's what it would take. JARVIS is verging on that as it is, but it would need to be more than JARVIS. It would also need to think for itself. If it detects trouble, it needs to make decisions on it's own to deploy the Iron Legion. We can't be available at all times of the day and night to give the okay."

"I know," Stark replied. "But once we get around that, Ultron could raise global security ten-fold."

"Wait, wait," Bruce interrupted. "'Ultron'? You've already named it?"

Tony smiled sheepishly. "Mm-hmm," came the reply. "You know me. Of course I was gonna name it. But, as it stands, I guess Ultron will have to go on the back burner for now until I try to find a solution. Ultron is just a dream. Believe it or not, Bruce, but even _I_ can't solve everything. I know, shocking, huh?"

...

Natasha walked out onto the balcony. She saw Danny gazing out over New York. She had wrestled with her and Fury's secret long enough. She had returned to "interview" Vlad Masters twice since her first encounter with the former billionaire. She hadn't gotten anything more of value out of him, other than the knowledge that the man was a total sleaze, and that he had as much will power as she did. He was no fool.

Quite the opposite; he was startlingly intelligent. If she had to rate him on a scale, Vlad was somewhere between Hannibal Lecter and- Oh, God. She had been spending too much time with Barton, again.

Danny seemingly sensed her coming. Without turning toward her, he said, "Have you ever thought about us expanding the team? Maybe that vigilante in Hell's Kitchen? I hear he's pretty tough. He took down that Wilson Fisk guy by himself. Not bad, taking down an organized crime lord alone."

It always caught Natasha off guard how Danny could seemingly sense someone coming behind him. This irritated her badly, as she prided herself on being completely silent as she moved, even when not in the field. She could usually sneak up on anyone. Except for perhaps Barton. But that was only because they knew each other so well.

"The Daredevil of Hell's Kitchen? I hear he's not much for teamwork. Too reclusive for my taste," she replied. "I wouldn't trust him. And you do realize that Hell's Kitchen is _behind_ the tower; we're facing in the opposite direction."

Danny glanced at her, chagrined. "Uh... yeah, right." Out of the corner of his eye, he caught her staring intently at him. "You okay? You're glaring with more... purpose than usual."

Natasha sighed, softly. "I need to tell you something," she said. "But not here. Too many eyes and ears. This is more of a personal matter you should hear about."

…...

" _WHAT?!"_ came Danny's surprised and loud yell. Natasha cringed. Older or not, Danny still lacked the ability to hide shock. She had Danny fly them out to Central Park. It was quiet and secluded. To say Danny had been shocked to hear her say Vlad Masters was still alive was an understatement. At first, he thought she was making a poor joke. After assuring Danny that she never joked about _anything,_ she showed him a recent picture taken of Vlad, and handed him the file on his old nemesis.

"But how- When?- I don't- He _can't_ -" he rambled as he thumbed through the holographic file. His expression melted from shock to dread as he read. Natasha felt a twinge of guilt. She hadn't thought her friend would react so... _much_. She had known he wouldn't take it well, of course. This was his arch enemy, after all. The truth was, even though it may be more noble to tell a white lie than a painful truth, she respected Danny too much to not tell him.

Danny then leveled an accusing glare at her. "How long have you known about this?" he asked quietly.

Natasha's expression remained calm, though she had never seen Danny glare at her, before. "Almost three weeks," she admitted. "I'm sorry, Danny. I would have told you sooner, but I wasn't sure-"

"You mean you didn't trust me," Danny accused, his scowl darkened.

Natasha didn't answer for a moment. "Not exactly that," she admitted. "When Fury told me Masters was alive, he asked me to interrogate him, and I did. But I know you deserved to know the truth, too. I'm sorry, Danny. I should have told you sooner, but I had to wait until things quieted down. With all the HYDRA bases popping up lately, I couldn't have you distracted during a mission."

Danny frowned, but the explanation seemed to satisfy him, if only slightly. "Take me to him," he said. "I have to see him with my own eyes."

…...

The two were en-route to the hidden outpost, after Natasha had given him the coordinates. Natasha had insisted on coming with him, because Fury's agents likely wouldn't let him into the facility without her. Danny hadn't said much on the journey. He was clearly still a little peeved with her.

As they strode through the facility, Natasha observed Danny walking with a sense of purpose and determination she rarely saw from the normally happy-go-lucky half ghost. Fully in his ghost form, his billowing white cape and glowing irises gave for an intimidating look to match his dark expression.

The guards standing in front of the door that opened into the below ground cell that held Vlad saw Danny Phantom and Black Widow coming, and quickly stepped aside and unlocked the door, not wanting to upset two of the Avengers. Danny didn't break stride, and strode right up to the cell, startling Vlad.

"D-Daniel!" exclaimed Vlad as he quickly stood up from his cot.

" _Plasmius,"_ Danny growled back.

Vlad regained his composure after a moment. "Well, well," he said. "This _is_ a surprise. To what do I owe this visit? All grown up, I see. And dear Natasha, welcome back. I see you've gone and told Daniel here about our little talks."

Danny stepped in front of Vlad's view of Widow, demanding Vlad's attention. "What are you doing back here?" he asked, venom seeping into his voice. "The last I heard, my dad left you stranded out in space. And what's this crap about you loosing your powers? What are you up to this time?"

Vlad scowled at the mention of Danny's father. "Your fat idiot of a father did indeed strand me out there," he said. "But I survived, and after being struck by a chunk of the Dis-asteroid, I managed to use what little remained of my powers to land back on Earth. But in doing so, the rest of the ectoplasm in my system was burned out!

"Not only did your father rob me of my social life back in college, the woman of my dreams, and the world itself, your father also stole my ghost powers from me!" Vlad stared daggers into Danny, who returned the look. Widow hadn't seen Vlad get so riled up, before. Maybe Fury should have just brought Danny in to interrogate Masters instead of her in the first place?

"You honestly expect me to believe that?" Danny spat. "After all the crud you've pulled; all the hell you put me and my family through? You just 'lost' your ghost powers? No way. You're up to something. You're a duplicate, or you used the Ghost Gauntlets, or the Fenton Ghost Catcher; something!"

"Oh, Daniel," Vlad sighed in irritation. "Age hasn't made you any wiser. Why would I do that? What _possible_ purpose could I have to do any of that, let alone get captured? I'm a pariah to the people of Earth! Even if I did retain my ghost powers, I wouldn't have wasted my time going to these lengths to get my revenge on you! I would have just destroyed you and your whole family, and then disappeared or started over! Some grand scheme wouldn't get me anywhere!"

Vlad leveled a heavy stare at Danny. "In any case," he huffed. "Why are you so concerned with me? I can't do anything from in here, and I'm certainly no threat to you now. Shouldn't you be out saving the world or something childish?"

"I'd say I'm right where I need to be, right now," Danny hissed. "And that's trying to figure out what you're up to." Danny looked like he would rip Vlad to shreds in a heartbeat. Vlad noticed the look in Danny's eye, and grinned darkly.

"Ooh, there's that temper," he chuckled. "Why, you've grown more like me than ever before. I'm so proud."

Danny's eyes flashed a brighter shade of green, and slammed his fist full on into the containment field separating them, causing it to crackle. Black Widow was glad that the containment field was designed to be strong enough to withstand a blow from Hulk, as well as being ghost proof. "I'm _nothing_ like you, Vlad," Danny growled softly.

Widow noticed Danny clenching his fists so hard they were trembling. She said nothing thus far, allowing Danny and Vlad to say their share. But she would step in if she felt things were getting out of hand. Which was getting close, she felt. The tension in the room was so great, it almost felt like the room would explode. She had hoped Danny could get Vlad to confess something, but Vlad had quickly turned the encounter in his favor. Vlad seemed to know just the right buttons to push with Danny.

"Oh, really?" Vlad responded. "I would disagree, seeing that dark, almost feral look in your eyes. It's so very much me. Admit it, dear boy. You would _kill_ me, given half a chance. The very same thing _I_ would do, in your position. Not a very heroic way to act! Not from someone who just happens to have a statue of himself in the capital of every country on the planet. That really is an impressive achievement. Tell me, just how did you convince the likes of Victor Von Doom to agree to your plan of turning the Earth intangible? The ruler of Latveria isn't someone who is easily convinced."

Danny's only answer was to slam his fist into the security field separating them; his teeth bared in anger. Vlad only smirked.

Turning his attention once more to Black Widow, Vlad said, "You see? I told you the Little Badger had a dark side. Why, I'd say his _future_ is looking more like the present with each passing second."

Danny had an immediate reaction to that sentiment. Widow watched him with concern as Danny gasped and took a subconscious step back; all semblance of anger gone from his face. "Wha-? How did-?" Danny whispered.

Vlad chuckled. "Let's just say... I've learned about a few things in my exile; had a few _unique_ encounters, before I was captured," he said cryptically.

Widow decided it was time to step in. Danny looked like he was about to keel over. She took hold of his shoulders, and guided the shocked hero out of the room. She glared at the guards outside, sending a message for them to give them some space. Danny had a thousand yard stare; his eyes wide and his lips parted slightly. Concerned, Natasha grabbed his cheek with one hand and forced him to look at her. "Danny, are you okay?" she asked slowly and clearly, her voice commanding enough to snap Danny out of his trance.

Danny shook his head, but the look of dread still painted his features. "Yeah- No," he stuttered. "I don't know. I- I think I need to clear my head; take some time off. I'm gonna head back to Amity Park, and sort this through."

Natasha nodded, understanding. "Alright," she said, her expression softening . "I'll tell the others you had something back home you had to deal with. And Danny. Stay in touch. You and Cap are the only other sane ones in the group. I might go nuts if I have to stay around Stark for too long without you to keep him busy."

That made Danny chuckle, softly. Believe it or not, Natasha Romanoff could lighten any mood, on rare occasion. Her years of espionage gave her the skill to distract anyone from what they were thinking. That, or a certain few Avengers had begun to rub off on her. "Thanks," Danny said. "I'm... sorry I acted like you were to blame, somehow. That wasn't cool of me."

Natasha flashed a rare smirk. "Trust me," she said. "I've had people act far worse to me."

…...

As Danny soared through the skies at top speed on his way back to Amity Park, he called his girlfriend, Sam. He was still feeling numb and terrified from his encounter with his old nemesis. But what startled him the most was what Vlad had said about his future... How the hell did he know about that?

" _Hey, Danny, what's up?"_ came Sam's voice, snapping Danny out of his thoughts.

"Hey, Sam," he rasped.

" _Whoa, what happened?"_ Sam asked. _"You sound like hell!"_

"Gee, thanks," he retorted. "Listen, Sam. You're not gonna believe who I've just talked to. Tell Tucker to meet me at my house. I'm coming home for a while. You, Tuck, Danielle; everyone needs to hear this. It's important. Majorly important."

Sam didn't like the sound of that. She rarely heard Danny sound so serious. When he did, something bad was going on. _"Alright, we'll meet you there,"_ she said. _"Love you."_

"Love you, too," Danny answered back. "See you in a couple hours."

…...

Natasha stood behind Tony's bar back at Avengers Tower, and poured herself a strong, cold drink. Natasha had no intention of getting drunk, of course, and knew full well a single drink wouldn't do anything at all to her. Alcohol resistance was part of her training in the Red Room. Nothing was allowed to get in the way of a mission; not even being drunk.

But after everything that had happened with Vlad and Danny, she felt she could at least try. She had indeed seen something... frightening in Danny's mannerisms. She hadn't ever seen Danny get out-right angry before. And it was unnerving. The Black Widow part of her mind warned her not to let her guard down around him; that he might be a threat that needs to be stopped. But the rest of her; the part that liked Danny and wanted to be more open with people; knew Danny wasn't bad.

She had informed the others that a personal matter came up for Danny back in Amity Park, and that he was taking a few days off. As she sipped her dink, Banner sat at the bar in front of her. "You okay?" he asked. "I've never seen you actively search out a drink from Tony's bar, before. At least, not outside of one of Tony's parties.

"A girl's gotta relax sometimes," she said, her voice low and slightly sad. She glanced at Bruce. In the past few weeks, she had noticed a faint and distant flutter when she was around Banner. She was well above some school girl crush, but she liked Bruce. He was different from the others. Different from almost anyone she had ever met. Here was this science geek, who actively avoided fights, but could win any fight he ever got into. That was an interesting and somewhat attractive paradox.

She then noticed Banner's stare, and frowned. "It's been a long day," she said. "In one day, I nearly lost a friend because of a secret I kept. I watched him get angry. Saw something I wish I hadn't." She shrugged, and took another sip.

Banner looked a little frightened. "W-wait, are we talking about me?" he asked, nervous. Natasha gave a smirk at that. Bruce tended to get worried and self conscious when someone talked about anger.

"No," she reassured him. "Just someone I know."

…...

"Ah, home sweet home!" Danny sighed as he saw the familiar skyline of Amity Park. The sun had set by this point, and the lights of the city glowed cheerfully. He spotted his home, the FentonWorks building, with it's absurd UFO looking roof. Despite himself, he smiled. _'Good to be back,'_ he thought to himself.

He decided to land in the back yard, hoping he would draw less attention. Sometimes, the people of Amity Park could be a tad... nosy after the Dis-asteroid incident. Oh, the joys of being a famous superhero. How Tony manages it, he'll never- _**BOOOOMMMM!**_

Danny was thrown to the ground by an enormous explosion! His house had exploded! The entire building had been leveled and reduced to smoldering rubble! Fire and smoke billowed into the air, and covered the block in a dark, menacing cloud.

Danny groaned, and as his vision cleared, he gasped in horror. _**"NO!"**_ he yelled at the top of his lungs. His family! Tucker! Sam! Shaking his head, he was about to fly into the inferno, when he was tackled by something. The blur grabbed Danny and took off into the air, turning them both invisible. Whatever it was was, it was strong enough to keep Danny from breaking free.

They flew several blocks away, and the assailant threw Danny down on the roof of a large skyscraper. Shaking with shock of what just happened, Danny shook looked up to see who it was. The sight before him chilled him to the bone. The blue skin, red eyes and fangs were unmistakable. "Y- you," he whispered.

The figure grinned with cruelty. "Don't tell me you're surprised," he said. "After everything that happened, everything _you_ did to me, did you honestly think I wouldn't have my vindication? And finally, after so _very_ long, I'll take my revenge on you and the rest of this world. And the best part? Everyone will blame you, _Danny Phantom!_ "

…...

 **I know, I know, you're all probably wondering what the hell just happened. BUT! The answers will be revealed in the coming chapters! Remember, not everything is always what it seems! Let me know what you guys think!**

 **REVIEWS:**

 **newboy: Thanks! Nothing is scarier than an angry and determined Black Widow. And you gotta love Vlad's evil personality!**

 **Brenne: Never, and I mean _never_ trust Vlad!**

 **EmeraldWings1992: Thank you! Everything will be revealed, in _time_! And you have a very good reason to have a bad feeling! (evil laugh)**

 **TheWhiteTitan: How indeed?**


	8. Chapter 8

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman. The author of this story owns nothing, and this story is for fun; not money or profit of any kind.**

 **I hope everyone had a Happy Thanksgiving! Sorry for the wait! Life happened, and all that! I hope you enjoy! Also, I used a little bit of influence from the Flash TV show in a couple moments. Great stuff!**

 **Chapter 8: Darkness Falls**

"Everyone will blame you, _Danny Phantom_!"

Danny Phantom was shaken to the core. He was so utterly numbed by conflicting emotions, he could do nothing but sit hunched over on the cold roof of the skyscraper he had been so unceremoniously dumped on. He couldn't even make his limbs work. Within the last few minutes, he had arrived home, only to have his home explode before his very eyes. And his family... cold dread flooded his veins at the thought. Tears silently fell from his eyes. He had called Sam, and told her to gather everyone at home...

He looked up at the nightmare standing before him. It really was _him_. This was no dream; no nightmare.

Dark Phantom.

A twisted abomination from his past and once possible future. A cruel, vile and chaotic combination between himself and Vlad Plasmius. The end result was an entity of true evil. An impure creature of the night born from your worst nightmares. Vampire-like fangs, blue skin, red eyes, hair made of pure white flames, and a large, muscular build made up the frightening visage.

"Y-you," Danny whimpered. "But... but how?"

Dark Phantom snarled. " _My_ timeline has been erased," he explained. " _My_ future; _my_ world is gone, thanks to you. And, also thanks to you, I now exist _outside_ of time, itself. Meaning Clockwork can't _touch_ me. I admit, it took a long, long time to regain my strength after our battle. And that was no easy feat, being trapped inside that damn _thermos_. I managed to escape during your little 'Dis-asteroid incident'; when the entire Ghost Zone was in your world, turning it intangible. Since then, I've been keeping tabs on you over the years, and moving my pawns into place."

"Why wait so long to strike? What more could you want from me?" Danny asked, his breathe shuddering.

" _Everything,"_ Dark Phantom growled, menacingly.

"You said everyone will blame me," Danny said. "I haven't done anything!"

"Trust me, you will," Dark Phantom said, his lips curling into a smirk. "Or, rather, _I_ will."

"I'll stop you," Danny said, his strength starting to return, reinforced by his anger. "And if I can't, the other Avengers will."

Dark Phantom threw his head back and laughed. "The _Avengers_?" he scoffed. "Back in _my_ time, the Avengers were formed _because_ of me; to stop _me_. Fury and his puppets weren't able to do much. Hell! SHIELD and HYDRA actually banded together to try and take me out. If they couldn't stop me then, how will they now?"

"There's no shortage of heroes out there to stop you," Danny shot back.

"Heroes die," Dark Phantom growled, his voice laced with venom.

That comment enraged Danny, and he sucked in a fast breath, readying his Ghostly Wail. Faster than humanly possible, Dark Phantom threw a glob of ecto-energy at Danny's mouth, effectively muzzling him. Danny reached for something on his belt, when Dark Phantom shot more ecto-energy at Danny; tying him up and rendering him defenseless.

Dark Phantom looked straight into Danny's eyes, and said, "Never forget: _I_ am the original Phantom!"

He then proceeded to beat the living hell out of a defenseless Danny; delivering blow after blow to his head and body. There was no pulling any punches this time; now that he existed outside of time, he had no reason to hold back. Soon, Danny was rendered unconscious, and fell to the floor in a bloody heap. Dark Phantom chuckled, and picked up Danny by the back of his collar, and they teleported away from the roof top.

The place they arrived in was like a large, dark cavern, and had several advanced screens. Dark Phantom strode towards a wall that had several battered figures chained to it like trophies. They were bruised and cut, but alive. They also had globs of ectoplasm over their mouths, just like Danny. It was Jack, Maddie, Jazz, Sam and Tucker!

Dark Phantom stood before them, and lifted up the limp body of Danny by the back of his collar. "Look at your _hero_ ," he growled slowly and menacingly. "This ghost is no _god_. He is _nothing!_ " His audience stared at him with expressions ranging from fear and shock. Dark Phantom then reached under his cape, and pulled out a Fenton Thermos! He pulled off the cap, and sucked Danny inside! He set the Thermos on a nearby end table. "Poetic justice," he spat. "But I need you out of my way and out of my hair for the time being."

Turning back to his captive audience, and gestured to the large screens on the nearby walls, and said, "You're wondering why I don't just kill you all, right? Well, I want you all to watch as I tear this world apart. Piece by piece. As I rip each and every person living in this miserable world limb from bloody limb."

He slowly walked before each of them, looking at them pointedly in the eye as he passed. "And once that's done; once you've all gone insane from grief and horror; _then_ I'll kill you. Slowly. One at a time. And then, finally, I'm going to kill _him_." He pointed at the Fenton Thermos holding Danny. "But I want your corpses to be the last thing he sees. I want him to have the knowledge that he failed; that he could do _nothing_ to stop me."

He turned to a shadowed area of the cave, and the Fright Knight stepped from the shadows. "Go," Dark Phantom said. "You know what to do. Go and spread your fear, far and wide. But leave Amity Park alone, for now. It's mine."

Fright Knight bowed his head, and said, "As you wish, my liege."

As the Fright Knight left, Dark Phantom glanced back to his captives. Smiling darkly, two rings of light appeared at his waist, and his form shifted into that of a nineteen year old Danny Phantom! The only difference was his eyes were red, instead of green! Glancing at Jazz, Dark Phantom said in Danny's voice, "Just like old times, eh, Jazz?" Laughing loudly, he disappeared in a puff of green smoke.

...

The Avengers were scattered throughout the Tower, each doing their own thing. Steve, Thor, and Barton were in the mission prep room with Maria Hill, working on their debrief of their mission at the small HYDRA base. Their mission had turned up something useful; the name of HYDRA's new boss. A man named Baron Wolfgang Von Strucker, a former SHIELD agent, (big surprise). They were currently trying to narrow down Strucker's location, which should be easier now that they new his name. Natasha and Banner were in the common area, and Stark was in his workshop.

They were all surprised by JARVIS, who alerted them to an emergency news report from Amity Park. They all gathered around the nearest screen.

" _This is Lance Thunder, reporting from our eye in the sky chopper here in Amity Park,"_ came the reporters voice. _"What started out as a rare ghost-free evening here in Amity Park has turned into one of terror. Only a few moments ago, the FentonWorks building; home of hero Danny Phantom and family; exploded in a firey blast."_

The camera then switched views to show the burning rubble. _"The exact cause of the explosion has not been identified,"_ the reporter continued. _"And fire crews are trying to keep the flames from spreading to other homes in the neighborhood, but the heavy smoke has made this difficult. As of this time, no survivors have been found, but emergency crews continue to-"_

As the report continued, everyone quickly gathered in the mission prep room. Everyone had a disturbed expression. "JARVIS, have you tried contacting Danny?" Steve asked.

" _Yes sir, several times,"_ came the reply. _"But I have received no reply."_

"He should have reached Amity Park by now," Natasha said.

"Then we should go see what happened," Barton said. "Even if he wasn't in the building when it blew, an entire building just randomly exploding just doesn't happen. And of all the buildings in that city? No way."

"Agreed, we must go," Thor said. "Phantom would do no less for any of us."

"All right team," Steve said. "Romanoff, Barton, and myself will go check things out. The rest of you, stay here and keep an eye on things, just in case this is a ploy to lure us into a trap. Let's move out."

" _I'll prepare the Quinjet for launch,"_ JARVIS said.

…...

Dark Phantom, now disguised as Danny Phantom, reappeared in Amity Park on the same rooftop he had been on a few moments before. Grinning, he looked out over the city. Like a rocket, he blasted off for his first objective. As he flew, he glanced down to see a large stature of his younger self in front of town hall. The one erected in his honor after saving the world from the Dis-asteroid. He floated in front of it for a moment, the look of disgust on his face morphing into hatred. "Pathetic," he sneered. He then leveled the statue with a single ghost ray, and continued to his destination.

He phased through the ceiling of the Amity Park Police Department, startling all the officers on duty, who were already frazzled and on edge from the explosion of the FentonWorks building. Upon seeing the form of Danny Phantom, they muttered uncertainly to each other. Dark Phantom gazed down upon them, his eyes glowing red. "The days of Danny Phantom protecting this city are _over,_ " he announced.

To illustrate this point, he shot a brutal ghost ray into the chest of the officer closest to him, sending them to the floor in a heap. "Take him down!" another officer shouted. A hail of gun fire aimed at Dark Phantom sounded throughout the station.

Dark Phantom laughed maniacally as he turned intangible; the bullets soaring through him. "Nice try!"

…...

The Avengers' Quinjet soared through the air at supersonic speed, cloaked and invisible. The team of Cap, Widow, and Hawkeye landed the jet in an empty parking lot, and headed out on a trio of motorcycles that were customized by Stark. They quickly arrived at the site of the destroyed Fenton household, which was surrounded by firetrucks, ambulances and police cars. The fire had been gotten largely under control.

The trio split up. Cap went to speak to the police, Widow made her way to the rubble to look for clues, and Hawkeye made his way to a nearby roof top to provide any cover in the case of an attack, as well as to get a better view of the surrounding area.

"Tell me what exactly happened here," Captain America ordered the nearest officer, wasting no time.

The young officer looked startled at the sudden appearance of the Super Soldier. He was clearly a rookie. "Wha- Captain America? Here?" he stammered.

"Calm down, kid," Cap ordered, his voice clear and authoritative. "I need answers. Phantom is an Avenger; we need to know what happened.

"Uh, y-yeah, sorry," the young officer apologized. "W-we're not sure yet. The place just exploded outta no where."

"Any survivors?" Cap asked.

The young officers shook his head in response. "We haven't found anyone."

Meanwhile, Widow was examining the scene of the explosion. Something seemed... suspicious about this. Everything was destroyed or burnt to a cinder. But she saw no evidence of bodies. True; after such an explosion, there wouldn't be much left. But there is always something. Human bodies are remarkable hard to reduce to ashes, (as she knew from experience). There was always something left behind. But she saw no evidence. Not to mention that both Danny and Danielle were half ghost.

She strode up to one of the CSI team members on the scene. "Have you found any bodies?" she asked.

"No bodies," they said. "Only trace DNA evidence that someone was here. But not much to go on."

Up on the roof, Hawkeye was looking at the scene. Looked pretty bad. He sighed heavily, but he had enough experience to know when something was off. It looked like a planned explosion; like a cover up. Like whoever did this was trying to hide something. And where the hell was Danny? The ghost was a good friend. If Danny was still alive, and his whole family was gone, he would be devastated, Hawkeye knew. That was something Danny might not come back from.

Out of the corner of his eye, Hawkeye caught a light in the distance. His impressive vision caught a flickering that shouldn't be there. He squinted to try and see further. A fire? "Hey guys," he said over the com. "I think I've got something. Looks like a fire down town. Maybe the two are connected?"

" _Copy that,"_ came Cap's voice. _"Let's go check it out."_

…...

The trio arrived a block away from the source of the fire. A police station was up in flames. "Oh, boy," Widow muttered. Not good. "Any ideas on who did this?"

"A ghost," Hawkeye suggested. "Someone who does not like Danny. Maybe that Skulker guy he's always talking about? He sounds like the type who likes to blow things up."

Without warning, a green shockwave blasted the Avengers to the ground. Cap managed to land on his feet, but Hawkeye and Widow were knocked into each other. "Actually, that was me," came a familiar voice. Danny Phantom was floating above them, his eyes glowing red. The Avengers looked on in shock at Danny.

"Danny?" Cap said. "What are you doing?!"

'Danny' chuckled, darkly. "Let's just say... I've had a change of perspective on life, old man." He fired a powerful ghost ray at Cap, who blocked it with his shield.

"Stand down, Phantom!" Cap shouted. "That's an order! We're not going to fight you!"

"Good," Phantom spat. "That will make things easier. Time to go back on ice, you worthless relic." He blasted towards Cap, his fists coiled to strike. Captain America lifted his shield out of instinct, but his ghostly opponent phased his fist through the indestructible shield and struck Cap's jaw full on, sending him reeling in a daze.

"Your shield is meaningless and useless against me," Phantom snarled. He then landed numerous blows to Cap's torso. Cap tried to dodge and counter, but everything he threw just phased through Phantom's form. But every blow and strike from the ghost landed with violent and startling speed and precision. Captain America gasped and felt his ribs crack under the onslaught. One more blow from Phantom sent Cap flying and landing on his back.

Captain America shook his head and clutched his side. He was in pain, but ever the soldier, he forced himself back to one knee, ready to continue the fight. He had never seen his ally act this way. He had done plenty of training sessions with the young man before, and even in battle, Danny never fought with such brutality. He looked up and saw Phantom carrying his indestructible shield.

"How amusing," Phantom said, a smile on his face and his eyes glowing red. "I get to kill you with your own shield. Who knows? I might actually keep it as a trophy." As he raised the shield over head to deliver the final blow, a burst of electricity struck Phantom in the back. He flinched and scowled. He spun around and hurled the shield as hard as he could at the attacker. The target was none other than Black Widow, who had fired her Widow Stingers to distract Phantom. The assassin deftly dodged the flying shield in an elegant manner.

"Widow," Phantom growled and flew toward the former SHIELD agent. As he approached her at inhuman speed, his eyes red and his expression twisted into one of murderous rage, Widow simply held her ground, glaring at her opponent. Her expression devoid of emotion with merely a frown, she pressed the Widow symbol on her belt buckle at the moment Phantom reached her.

As soon as Phantom touched her, he howled in agony, and green electricity arced around his form! He recoiled in pain and rage. "A Specter Deflector," he grunted, his teeth bared.

"A little something I added to my arsenal, not too long ago," Widow said, glaring. "Keeps ghosts from touching me."

"I know how it works, cretin," Phantom spat. He glared and smirked at the same time; a frightening expression. "You always were smarter than I gave you credit for. But just because I can't touch you doesn't mean I can't kill you." He lifted his arm to blast her with a ghost ray, only for an arrow to strike him in the shoulder. "Gah!" he snarled, and reached up to pull the arrow from his shoulder.

"Not on my watch, pal," Hawkeye said, having regained his senses after being struck by the shockwave earlier. He pressed a button on his quiver, and Phantom yelled out in pain as the arrow in his shoulder released a nerve agent of some sort into his system. He fell to one knee, but managed to rip the arrow from his shoulder, and gasp in relief. But the arrow had done it's job in weakening Phantom

"This isn't over," Phantom growled darkly. "We'll meet again. Soon." He vanished in a puff of green smoke.

Hawkeye looked around, nervous. The chemical compound in that arrow was designed by Danny, himself, to take him down, should the need ever arise. Something was way off. Widow helped Cap to his feet, and put one of his arms over her shoulder. "What the hell happened to Danny?" Hawkeye asked, picking up Cap's shield. "Why would he turn on us, all of the sudden?

"That wasn't Danny," Widow muttered.

"What?" Hawkeye asked, confused.

"I'll explain later," Widow answered. "But we need to get back to the Tower. Cap's hurt pretty bad."

…...

After returning to the Tower, the Avengers were disturbed by what had transpired, to say the least. The Tower's anti-ghost protocols were activated, and all the non-essential personnel were sent home. Steve Rogers was in the infirmary, his wounds being tended to. He had several broken ribs, and deep cuts from his brief but violent encounter with Danny Phantom.

"It wasn't Danny," Natasha said to the others.

"Sure looked like him, to me," Rogers huffed from his bed.

"Widow, how are you so certain?" Thor asked.

"His eyes were red," Romanoff replied. "Danny's eyes are green, even when he's angry. It was also the way he moved; the way he spoke. It was Danny's voice, and yet... there was something off about how he strung sentences together. Not to mention he showed no signs of anything close to this kind of behavior before he left. And the Danny we know wouldn't be capable of something like this."

"I agree," Thor said. "It must be some foe that can take another's form. Loki was more than capable of such a farce. It is not unheard of."

"Regardless of who it is that did this, the fact is that Danny Phantom is now wanted for murder," Maria Hill said. "He blew up a home, and killed an entire police department. We need to find him and bring him in, or put him down. _Now._ "

"Natasha, where was the last place you saw Danny before he left for Amity Park?" Banner questioned.

Natasha sighed. "I think... it would be easier to show you," she said. "We need answers, and I think I know just who has them."

…...

 **Ooh, now things are scary! How was it? I hope some of your questions were answered; if only partly. More will be explained in the next chapter. Also, I have always disliked the name "Dan Phantom". He was never called that in the show; in fact, his name was never spoken by anyone. Also, I never understood why people always write Danny having an aversion to being called "Dan". His own dad called him that once or twice in the episodes after Ultimate Enemy. So, I only refer to his evil future-self as "Dark Phantom". Personally, I think it sounds cooler, but that's just my opinion.**

 **ALSO (IMPORTANT): If you are wondering where Dani is, and why she wasn't chained up in Dark Phantom's lair , she was off somewhere else, and what she was up to will be explained in the next chapter or so.**

 **REVIEWS:**

 **DaniellePines: Aren't I bad at times?**

 **Pandora the Ghost Elf: ? Not sure what that means.**

 **FanficFan920: Age of Ultron will be out after this one is done.**

 **TheWhiteTitan: Thank you!**

 **LooneyAces: Thanks!**

 **princessbinas: Thanks for letting me know; I fixed that mistake in the previous chapter. My bad!**

 **Brenne: Such suspense!**

 **newboy: All will be revealed... in time.**

 **Br0kenTh0rn: I wanted to include more Marvel characters, but the more I wrote, the less it felt natural to fit them in.**

 **R.E.W. 4: Yup. I saw it and loved it! I'm not sure, yet. I'll have to wait and see the movie before I get that far.**


	9. Chapter 9

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman. No copyright infringement is intended. The author of this story owns nothing; this story is for fun, not money or profit of any kind.**

 **I'm back! I got a sweet new laptop! Thank you, over-time! Just gonna warn you: I might be more than a little rusty, so, I'm sorry in advance. Hope you enjoy!**

 **Also, I'd like to give a big thank you to everyone for being so cool and patient while I sorted out my computer problems! Thanks!**

 **Chapter 9: Answers**

"We need answers," Black Widow said. "And I think I know just who has them."

The Avengers were still reeling over the events that had transpired. Danny Phantom had seemingly gone rogue, and had blown up his home, and destroyed a police station in Amity Park. When the Avengers had confronted their team mate, he had attacked them, leaving Captain America severely battered. Black Widow seemed to believe that this was, in fact, not the same Danny Phantom she had spoken with earlier in the day, but an impostor.

"Alright," Cap grunted from his bed, wincing as he tried to get up. "Let's go." Hawkeye and Thor tried to hold the soldier down.

"Do not strain yourself, Captain," Thor insisted.

"No offense, Spangles," Stark remarked. "But you just got your ass handed to you. We need you at full strength when something goes down."

"They're right, Steve," Natasha said. "This is no time to be a hero. We can handle ourselves, for a while."

"So, what's your plan, Natasha?" Banner asked. "Who is it that you think can help us, and more importantly, where are they? Because we need to hurry."

Natasha sighed. "I'm sure you all know the name 'Vlad Masters'?" she asked. "Long story short, he's still alive, and I think he knows more than he's letting on."

The room was silent in answer. That was... unexpected, to say the least.

Thor frowned. "I do not recognize the name," he said. "Who is he?"

"An old enemy of Danny's," Clint said, frowning.

"The same guy who tried to take over the Earth, not too long ago, during the Dis-asteroid incident," Stark also said. "I'd met him a couple times over the years, before all that mess. Great fashion sense, terrible hairdo."

"Where's he at?" Cap asked from his medical bed.

"At a secured facility," Widow replied, cryptically.

"Fury?" Cap asked, knowingly.

"Fury," Widow confirmed, a faint smirk on her lips. "I'll give JARVIS the coordinates. It'll be best if only a couple of us go. The less attention we draw, the better."

"I'll stay here," Banner said. "I'll get to work on a tracking algorithm to try and help JARVIS track Danny. And to help keep an eye on Cap. Barton, you should get that shoulder looked at, too." Barton only shrugged and nodded.

"Stark, come with me," Widow said. "I need you."

Despite the gravity of the situation, Stark couldn't resist a devilish grin. "Well, alright," he said. "But don't tell Pepper. She's the jealous type. And, I'm not cheap; I demand fine wine."

Widow leveled a glare at Stark. "Not in that way," she scowled. "I might need a big gun if that... Phantom impostor catches wind of us leaving the tower."

" _I'll prepare the Quinjet for immediate stealth departure,"_ JARVIS said. The Quinjet soon departed silently from the Tower and entered cloaking mode.

After the Quinjet departed, JARVIS alerted the others that the city of Salem, Massachusetts was under attack from a ghostly assailant. A news feed appeared on the monitor, and the attacker was none other than the Fright Knight. The feed abruptly ended as the Fright Knight swung his blade at the camera.

"I will go alone," Thor said. It was not a request, and the rest of the Avengers knew better than to try and dissuade the God of Thunder. "Tales of the Fright Knight have reached even the halls of Asgard. We will see if his blade can match Mjolnir."

"Be careful, Thor," Bruce said. "This guy is no push over. Believe me, I know."

…...

As the Quinjet approached the facility in the middle of no where, they were met by... nothing. _"Mister Stark, Agent Romanoff,"_ JARVIS said. _"I'm not detecting any life signs in the main portion of the complex; nor have I received any response on any of the channels you provided."_

"Damn," Widow frowned. "Our ghost has been hard at work."

"No time to waste," Iron Man said, serious and already suited up. "Let's go." He ran to the exit hatch and flew out, as Widow landed the Quinjet. The Avengers blasted through the door and were met by a horrifying sight.

Corpses. Dead agents' bodies were strewn around the place.

Iron Man looked around, feeling his stomach drop and his heart rate rise. He hated seeing anything like this. "We're too late," he said softly.

"No, we aren't," Widow replied, taking in the startling scene, her instincts taking over. "The wounds on these bodies are fresh. Very recent. We need to hurry." With that, she took off at full speed down the halls of the building, with Iron Man in tow.

"JARVIS, run a scan for me," Iron Man said inside his suit. "Specifically, for any ghosts."

" _I am detecting one signature, sir,"_ JARVIS replied. _"Deeper inside the facility."_

"Uh, Romanoff, we're not alone," Iron Man said to the others.

Finally, Widow lead them to the room they needed to get to. Without a moments hesitation, Thor swung his hammer at the sealed door and shattered it. They rushed inside to see Vlad Masters in his cell being held by the throat by a dark creature that appeared to be made of pure shadow! The creature had an evil grin and glowing red eyes.

"Hey, let him go," Iron Man ordered.

The entity turned to the trio of heroes and snarled, but made no move of dropping Vlad. "Fine, then," Iron Man said. He used an ecto laser on his armor's forearm and blasted through the cell wall. The beam struck the creature, which recoiled and evaporated. Vlad fell to the floor of the cell and grasped his throat, coughing harshly.

"Never thought I'd be happy to see _you_ , Mr Stark," Vlad rasped.

"You alright?" Iron Man asked, skipping the banter. When Vlad nodded, he replied, "Good." Lifting him up roughly by the collar, he hauled him out of the shattered cell. "Widow says you can help us. I guess we'll see."

"Clearly," Vlad huffed as Widow cuffed his wrists. Vlad smirked at Black Widow, and said, "Agent Romanoff, you look the worse for ware. Why, you look as though you've seen a ghost."

"No more games. You're going to tell us _everything,_ " she said. It was not a suggestion, nor a question. It was an order. To Vlad's credit, he didn't flinch. She then placed a black hood over his face, in order to prevent him from seeing anything as they returned to the Tower.

…...

Thor landed in the town known as Salem, of Massachusetts. The town was known for it's legends of witchcraft, or so Darcy had once told him when she had regaled him with stories of Midgard. Such a haunted past would, of course, naturally draw someone like this Fright Knight.

What worried Thor, however, was not tales of witchcraft. It was how utterly quiet the area seemed. The scene before him was disturbing. Some of the nearby buildings were on fire, casting an eerie glow in the night, mixed with the bright moon. But there was no one around.

So, the old tales of the Fight Knight's blade were true. Those who were cut by the Soul Shredder were sent to a realm of fear. As Thor slowly walked up the street, his long red cape billowing, he heard something behind him.

Turning, he saw what many would consider a frightening sight. In the dark orange glow of the nearby flames sat a figure on a demonic steed with large bat-like wings, far larger than any normal hoarse.

"So, the Asgardian Avenger comes to challenge my blade," Fright Knight said, his deep commanding voice rang out.

"I have not come to die," Thor shouted back, gripping his hammer.

"You do not have a choice in the matter, Odinson," Fright Knight said. He pointed his green blade at Thor. "My blade has long thirsted for an Asgardian's soul. What better victim, than the legendary Son of Odin, himself?"

…...

Soon arriving back at the Tower, Cap had healed to the point where he could at least stand. Banner had worked with JARVIS in creating a wide-range tracking program specifically keyed into Danny's unique signature. Upon landing, JARVIS filled Iron Man and Black Widow about Thor confronting the Fright Knight.

The Avengers had gathered into the briefing room. Vlad, still with the hood over his head, was sitting in a chair, and was still handcuffed. "Am I the only one who thinks it's a bad idea to have a criminal like Masters in our own HQ?" Barton asked.

"He doesn't have his powers, anymore," Widow replied.

"If he still did, JARVIS or the Tower's sensors would have went off," Banner said, following Widow's train of thought.

"Finally excepted the truth, Agent Romanoff?" Vlad chuckled softly.

Widow replied by ripping the hood off Vlad's head. "Out with it," she said. "All of it. We're running out of time. No jokes. No snide comments. The truth. Now. You know who or what that thing is that took Danny's place. Who is it?"

Vlad shook his head, as if in disappointment. "I tried to warn you, dear girl," he said. "That monster _is_ Daniel. Or rather, he's half of him."

"This is a waste of time," Tony muttered, scowling. "Guy's off his rocker. Danny always said he was a fruitloop."

Vlad scowled at the comment. "I wasn't finished, Stark," he said. Vlad shook his head, and closed his eyes before continuing, telling them of his return to Earth, after being struck by a chunk of the Dis-asteroid and blacking out. "I woke up in a clearing and turned around to see a horrifying sight glaring down at me. It was Daniel! And yet, it wasn't. It was far to old and large to be Daniel.

"And then, the being told me _everything._ This being was indeed Danny Phantom; but from the future."

"That's a load of bull," Cap said. "There's no such thing."

"Well, technically, time travel is a theory that has been gaining ground in the scientific fields in the past few years," Banner said. Cap shot him a look, and turned back to Vlad.

"You expect us to believe that?" he asked

"Believe what you will, Captain," Vlad replied.

"We're getting off track, here," Widow interrupted. "Earlier, you said that this thing is only part of Danny. What else is he?"

"Why, me," Vlad said. "This future Phantom told me the rest of his origin story, if you will. Our Little Badger has had quite the adventures through time. He didn't go into details on how, but apparently, our Daniel once traveled into the future and witnessed found what remained of the world."

Vlad paused to take a drink of water before continuing.

"In that previous time line, Daniel lost everything, including his family, well before he met any of you. With nowhere else to go, he came to me. In order to help him get over his pain, I apparently separated his human half from his ghost half. But this had... disturbing consequences.

"No longer tied to his human soul, Daniel's ghost half saw this as a chance to rid himself of his most hated enemy. Me. Phantom managed to separate my ghost self from me, and tried to overshadow it in an attempt to destroy Vlad Plasmius. But when Daniel's ghost half mixed with mine, my evil side _overwhelmed_ him.

"And in that moment, an entirely new being was born. A Dark Phantom, if you will. One that contained all of our combined powers. However, our Daniel was eventually able to over come his future, and alter the time line."

"So, this thing out there posing as Danny," Stark said. "Is actually both of you, all wrapped up in one big, bad package? This is too weird, even by ghost standards."

"So, why did this... 'Dark Phantom' save you and tell you all this?" Captain America asked, trying to put aside the idea of time travel for a moment.

"Because he wanted to use me as a pawn in his game of revenge," Vlad answered. He then tapped his chin, and glanced at the ceiling for a moment. "I must say, he does indeed posses my devilishly charming intellect and impressive ability to make complex plans. Traits that Daniel has always lacked on his own."

"And so you just agreed to help him," Banner pointed out, skeptically chewing on his pen. "Just like that?"

"Of course, I did," Vlad glared at Dr Banner. "Please, due enlighten me as to what I was supposed to do? I couldn't have fought him; I didn't have my ghost powers anymore! And I certainly didn't want to die."

"So, he's been planning all this for years," Maria Hill asked. "Why now? Why take so long?"

"To be thorough," Vlad answered plainly. "And to build up his power. He has inhuman patience, and took each step carefully. Even going so far as to test Daniel's skills on board your flying ship, just before the incident in New York."

"It was him that blew the other engine on the Helicarrier?" Hill asked. We caught sight of a pink ecto-blast striking the engine, causing it to blow. But Phantom's blasts are green."

"Mine were pink, dear girl," Vlad explained. "As I said, he _is_ a combination of myself and Daniel. Changing the color of his blasts would hardly be a difficult feat for someone like him. He wanted you and Fury to think I was the one who attacked your vessel. He wanted me to eventually be found by your agents, so I could sew the deception."

"And then, once he no longer had use for you, he wanted to tie up all loose ends," Natasha concluded. "He wanted everyone to think it was, in fact, the real Danny Phantom wreaking havoc."

"Until he miscalculated on how well you know Daniel," Vlad said. "Once he realized that you, Agent Romanoff, could see through his deception, he tried to have me killed, because he knew I would tell you the truth."

"Was that him in that base?" Stark asked.

Vlad shook his head. "No," he answered. "That was merely a shadow duplicate. After all, why put yourself in harms way unless it's absolutely necessary? It's a tactic I had used, over the years."

"If a single duplicate could take out an entire base, armed with anti-ghost weapons...," Stark wondered out loud, not finishing the thought.

"In any case," Captain America said. "This Dark Phantom must have a base of operations." He looked pointedly at Vlad. "Any ideas?"

"I never saw his lair," Vlad said. "I don't even know if it's on Earth, or in the Ghost Zone."

"But you must have an idea of where to start looking," Cap insisted, frowning. "He is half of you, after all."

Vlad's eyebrows furrowed, and he stroked his chin, deep in thought. Suddenly, his eyes widened as a thought occurred to him; as if remembering something. "Actually," he said. "I might have an idea..."

…...

 **Yeah... sorry that this chapter was mostly talking, and wasn't that great. But re-writing almost everything in this chapter from memory was hard, and hurt my brain. I wanted Vlad to have a chapter where he explains almost everything to the Avengers. The real action starts next chapter, and the story really picks up pace, (hopefully).**

 **I was going to show where Danielle has been, but it felt too out of place at this point in the story. I also had another scene at the end of this chapter with Nick Fury, but I think it will fit better in the next chapter. Anyway, let me know your thoughts!**

 **REVIEWS:**

 **Dragonsjustice: Zoom is an incredible villain! When I heard his voice and lines, I thought it would be perfect for Dark Phantom to be a similar menace.**

 **TheWhiteTitan: Thanks! Although, I'm not certain my story is as cool as the Civil War trailer!**

 **KaeterinaRomanov: Thank you! I'm very proud of that chapter! The Avengers will indeed meet up with Clockwork at some point!**

 **NoSignalBlueScreen: Thanks! I hope I didn't disappoint!**

 **Brenne: Thanks! I had a feeling everyone would be happy seeing Danny's family is still alive!**

 **Glacio Koro: Thank you!**

 **R.E.W. 4: Sorry, but Pariah won't be appearing in this story. That would be a bit too much, although, I would like seeing Pariah and Dark Phantom battling it out!**

 **LooneyAces: Thank you!**

 **EmeraldWings1992: I'm glad you enjoyed it so much!**

 **hpenchantress: Thanks!**

 **newboy: I hope this explains why Vlad willingly did what Dark Phantom wanted! Vlad always was a coward when he didn't have his own powers to fall back on.**

 **ElizabethBathog: Thanks!**

 **socialgirl378: Sorry for the long delay!**


	10. Chapter 10

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman. The author of this story owns nothing; this story is for fun, not money or profit of any kind.**

 **Sorry for keeping you all waiting! Life happens. BUT! A new chapter is here! Enjoy!**

 **Chapter 10: Thunder and Fear, Part 1**

Thor threw his hammer at the Fright Knight, who didn't even budge as the hammer headed towards him. He merely turned himself and his steed intangible, causing Mjolnir to fly clean through him. "Fool," Fright Knight spat, turning tangible. "You are nothing compared to me!"

Thor smirked, slightly, and raised his hand. Mjolnir froze in mid air, and immediately flew back the same way it came! It collided full flush with the back of Fright Knight's head, causing him to yell out in pain as he and his steed toppled over. Catching his hammer, Thor grinned. "You may be strong," he said. "But I am _mighty_."

…...

The Avengers were preparing to depart to the location Vlad had provided, under one condition: They take Vlad with them. Most of the team's reaction were obvious; oh, yeah, that's really gonna happen.

"What's with the bravery, all of the sudden?" Captain America asked, a stern frown across his brow. "I would have thought you would want to be as far from Dark Phantom as you could be.

"Because, if I'm right, you'll need my help to gain access," Vlad replied. "And I'll refuse to give you the coordinates to where I think his lair is if you don't take me."

"Don't act like we're fools, because trust me, I could make you tell us right here and now," Widow said, threateningly grabbing Vlad by the throat. "What's the real reason?"

"Fine! I think he's found and is using my old lair!" Vlad snarled, slapping Widow's hand away from his neck. "It's located in an underground cavern on my old mansion grounds in Wisconsin; the perfect place to operate from. And the reason I want you to bring me with is that no amount of hitting or shooting will get you down there; you'll need my fingerprints, and an eye scan to gain access."

"Or, we could just cut off your fingers and cut out your eyeball," Hawkeye suggested, to which Vlad's expression warped into fear, and he looked as though he was going to wet himself.

"Barton, you know we don't do that sort of thing," Cap scolded.

"I know, I'm just messing with him," Barton chuckled.

Stark didn't object to the idea of taking Vlad with. Tony made it clear he in no way wanted Vlad Masters in the Tower.

"Could this be any more of a bad idea?" Banner said, giving voice to the thought everyone had on their minds.

"Maybe so," Captain America said. "But we might actually have the upper hand, here. Even though he knows we have Vlad, Dark Phantom might not suspect us to hit him where he lives so soon. We have to take this chance. Before anyone else dies."

"Hey, guys," Tony said. "Before you go, I have some new toys for you to try out in the field. Been working on them for a while, now, with Bruce's help." He led the Avengers down to his armory. "JARVIS, hit it." Individual pods opened up, and revealed new equipment for the Avengers.

"It's all top of the line; spared no expense, and all that" Tony said nonchalantly. "Still haven't quite figured out a way to incorporate anti-ghost tech into cloth form, but, hey. These new slick duds are way lighter and are more damage resistant than your old ones. I didn't just make weapons, back in the day. I also made strides in lightweight defensive materials. And, as an added bonus, they just look slick."

Cap glanced at his new uniform and frowned. "You know, looks aren't everything, Tony," he said. His uniform still held the American flag design, but with added Stark flair. Over all, though, it looked more durable and easier to move in.

Tony scratched his neck. "Yeah, well, you'd know about that better than most, Spangles," he retorted. "That's why I'm in charge of the gear. I know how to make things work, and make you guys look good in the process."

Widow had already changed into her new uniform, which had upgraded ballistic fibers and new, more advanced Widow's Bite gauntlets which also sent electric blue energy along the piping of her suit that gave off a faint feedback field that added extra protection. "Not bad," she commented.

"Hey, Bruce, heads up," Tony called over to Banner. He tossed a simple pair of incredibly stretchy dark blue pants to Banner.

Bruce looked incredulously at Tony, who shrugged. "What were you expecting?" Tony asked. "You turn into a huge, green rage-machine. We can't have your pants rip off during a fight, again. It makes people think the Hulk is a nudist. Not that there's anything wrong with that, but no one wants to see a giant, pissed-off, naked green guy." After stocking up on all the anti ghost weapons they could, the Avengers Quinjet lifted off.

…...

Thor was discovering the Fright Knight to be a more powerful opponent than he had anticipated. Thankfully, his hammer was able to connect with the Soul Shredder without sending him to the realm of fear, and thus kept him safe. But the glowing blade was not his only weapon.

Fright Knight hurled a flaming purple crystal at Thor, who grunted as he dodged the projectile. Immediately, the Knight was on him once more, slashing relentlessly. Thor was unused to being on the defensive. Fright Knight was very fast, and an expert swordsman.

"Your legends do indeed ring true, Thunderer," Fright Knight said. "But soon, even the Gods of Asgard will perish. My new master will see to that, personally."

"Asgard will never fall; least of all to the spirits of the fallen," Thor raged, twirling his hammer at full speed. Ominous thunder clouds formed over head, and lightning bolts sparked and struck the ground around the two combatants. Fright Knight didn't even flinch.

"You cannot intimidate me," the Knight said, shooting purple ecto-blasts from his eyes. "I am the embodiment of _fear,_ and you are a spoiled brat!" Back and forth, the battle raged. Each blow, each blast, further fueling the warriors desire for victory.

No further words were spoken by either combatant. This was a true warrior's battle. Thor managed to roll away from another strike. Thor quickly pointed Mjolnir at the Knight, and shot blazing lightning from it. The Knight growled as he was now on the defensive, using all his strength to deflect the lightning with his blade. The noise of the thunderous battle echoed for miles.

…...

" _We are currently 2.5 miles away from the coordinates Mr Masters provided us,"_ JARVIS notified Tony, who was in the cockpit of the Quinjet. "Thanks, bud," Stark said. "How's that little project we discussed?"

" _Everything's ready, and waiting for your disposal, sir,"_ JARVIS replied, quietly.

"Good," Tony said. Leaning back, he yelled to the other Avengers, who were going over their plan of assault, "Hey, guy? Tighten up your undies, we're landing in a couple minutes."

"Dark Phantom has been at it again," Captain America said to the other Avengers, who were gathered around the circular hologram table in the main area of the Quinjet. "JARVIS has been constantly monitoring media and law enforcement around the country since the incident in Amity Park, and so far, over seven more brutal attacks have happened in and around Amity Park since then. On top of that, media nation wide is calling for Danny's head."

"It's like the Frank Castle case in Hell's Kitchen all over again...," Black Widow murmured, looking over the news reports. The media had labeled Danny a criminal and a murderer, and a nation wide man-hunt was under way. The G.I.W. were leading the investigation, which only complicated matters.

Without SHIELD or Nick Fury to protect Danny from the G.I.W., the Avengers hands were basically tied on a public front. This also meant that every costumed hero and vigilante would be on the hunt, and Danny had virtually no protection from the ghost hunting organization, which is why they had to find the real Danny before anyone else, and take down this evil impostor.

"This guy clearly wants everyone to see Danny as the villain," Banner said. "So he's probably reveling in the chaos he's causing."

"That's why we need to stay alert and be ready for anything," Cap said.

"If I may," Vlad said, lifting a finger. "I freely admit, I'm no soldier. But, I do know about discretion. Stealth might be our best bet of getting in unnoticed."

"Thanks for the input, Vlad," Cap said, frowning at Masters. "But that was our plan. Myself, Widow, Hawkeye, and you are going to go in, find anything of use, and get out. And if Dark Phantom _is_ in there, Iron Man and Banner are our back-up. He hasn't dealt with Hulk, yet. We can use him as the element of sur-"

"Uh, yeah, gonna call an audible on that," Tony said, walking back after setting the Quinjet on auto-pilot. "I say we take Vlad, he gets us in, and all of us go in, guns blazing. We hit him hard, and right where it hurts."

"That's suicide, Stark," Barton said. "We have no idea what we're walking into."

"Barton's right, Tony," Banner said.

"Is he?" Tony said. "Look, so far, we've tiptoed our way around this monster. I'm done playing it safe; that's not my style. He took one of us out. Danny is our friend, dammit. And I'll be damned if I'm going to let this guy go around making people think Danny's a killer for one more second. He's been parading around, out there, posing as one of us!"

"Look, Tony," Cap said. "I know it's been hard, for all of us. But we can't just-"

"But nothing, Cap," Tony said, standing eye to eye with Cap, his usual laid back demeanor gone. "Danny's a good kid; he didn't deserve this. Hell, out of all of us, me and Banner are usually the ones getting the bad press, no offense Bruce. But Danny? Kid's maybe the most heroic out of all of us. And we need to stop this monster. End of story."

"I admire your loyalty to Daniel, Stark," Vlad said. "But I'd say majority rules. Besides, we're already here." He pointed out the window to show that the Quinjet had indeed landed.

"Yeah, well," Tony muttered, ignoring Vlad. "JARVIS, let's rock and roll." Tony made his way to the exit, hauling Vlad by the collar, and his armor assembling around his form as he made his way to the door.

"Unhand me, fool!" Vlad sneered.

"Tony, don't be a fool," Cap called.

Iron Man ignored Cap, and kept on his way. "Well, there goes the element of surprise," Widow said, quickly heading out behind Iron Man. Hawkeye shrugged at Cap, and quickly followed suit.

"Damn," Cap said. Turning to Banner, he said, "Dr Banner, Code Green, only. Stay in here, and have JARVIS turn the ghost shield on."

"Right," Banner said. Captain America ran out the exit of the Quinjet after the other Avengers, heading for whatever awaited them.

…...

 _ **Meanwhile**_

Nick Fury wasted no time heading to his destination. After receiving a coded message from Romanoff about the situation, he knew what needed to be done. He could count the number of people he could trust on one hand. And he wasn't afraid to cut off fingers. He just hoped it wasn't going to come to that.

"Sir, I'm beginning to wonder if you want your old job back " Director Phil Coulson said lightly, Agent Melinda May at his side, as usual."What with how much you've been popping in, lately." They were sitting in Coulson's office in the new SHIELD HQ. It was still a small time operation, sure, but Fury knew it would take time to get SHIELD back on it's feet.

"No chance, Phil," Fury said easily. "I'm enjoying being dead, too much. Just wanted to give you an update on the ghost situation in person. Don't trust electronic communications with the Devil himself out and about. Also wanted to make sure you and your team haven't been hit, what with Vlad being held here not so long ago."

"No signs of anything on our sensors," Coulson answered. "Agents Fitz and Simmons managed to put together a pretty darn good ghost scanner for the base and surrounding area."

"Good," Fury nodded. "That's real good. From what Romanoff told me, this ghost is real nasty."

"We know," May said. "We've been watching the news, too."

Coulson shook his head. "I still can't believe Phantom would turn on us," he said. "Guess you never can tell about people."

That was all Fury needed to hear. "Mm-hm," Fury nodded, sighing and slowly standing up, and turning to look out the window. He put leaned on the wall with one arm, and casually ran his hand along his belt. "Gets you every time. As if Pierce wasn't hard, enough. Now, an Avenger. Anyway, how's Lola?"

"Uh-I, um, fine, sir," Coulson stuttered, caught off guard. "Lola's fine, sir. We just had dinner last night. It was nice."

"Well, that's nice," Fury said. "Except it's kind of hard to have dinner with a car, Phil." Spinning around, he pulled a silver pistol from under his jacket and fired a green laser at Coulon's chest! Coulson yelled out, and fell back out of his chair.

Instantly, May was on him, her eyes glowing red. She literally flew at Fury, but recoiled in pain when a green energy field surrounding Fury electrified her! Fury smirked, tapping his belt, which held a cleverly hidden Spector Deflector. She regained her senses, and pulled a gun from her belt and opened fire, causing Fury to duck for cover.

"Anytime, Ms Gray," he muttered. Out in the halls, the sounds of laser fire echoed, and May whirled around just long enough for Fur to blast her in the back. After a few moments of listening to the sound of gun fire, a figure in a black and red set of armor glided in on a flying jet board. "Your timing could use some work, Ms Gray," Fury said. "Or, should I say, Red Huntress?"

The Red Huntress' helmet opened up to reveal a young, dark skinned woman named Valerie Gray, who was the same age as Danny Fenton. "Sorry, Mr Fury," she said. "Wasn't sure what the signal was. Also, can I keep the invisibility device? Even these spooks didn't know I was there!"

Fury sighed. "Did you get everyone?" he asked, hoping to reign in the young girl's attention. When she nodded, he said, "Good. Now, how do we get these, uh, duplicates out of my best agents?" Valerie smiled at the thought.

Shortly, the two had gathered Coulson, May, Fitz, Simmons, Skye, and the other agents in the facility. They tied them up with a specialized ghost proof cable that was invented by Jack Fenton. "Simple as this," she said, raising a large energy weapon.

"You sure this won't kill them in the process?" Fury demanded. "I admit, I'm not the biggest expert on ghost hunting, but I need these people alive."

"Don't worry, Mr Fury," Valerie said. "I know just how to deal with these spooks!" With that, she raised the weapon and fired, a large wave of anti-ghost energy shot out of the weapon and fell over the agents, who recoiled in pain.

Within moments, several shadowy figures were ripped out of the agents bodies, and evaporated. All but one, who barely clung to existence.

"Clever, Fury," the thing growled weakly in Dark Phantom's voice. "I wondered where one of my most hated enemies was at. Should've figured you'd take Valerie under your wing. But this is far from-" Valerie let loose another volley, and the duplicate evaporated.

The agents groaned, aching and confused. Valerie and Fury began to untie them. "Ungh," Coulson groaned, his eyes clenched tight, as though seeing light again after being in a dark place for an extended period. "Wha-where? Fury? What's-what's going on?"

"You and your team have had a serious case of ghost fever," Fury said. He helped his old friend off the ground, and helped him into a chair, while Valerie checked on the the other agents. "Now, this is going to take a while to explain, so hold onto your ass. Speaking of, how many times do I have to save yours, Phil?"

Coulson chuckled, and rubbed his forehead. "Oh, a few more times, I suppose," he said. "It's all so blurry."

"That should clear up, shortly," Fury said. "Now, where to begin?"

…...

 **What do you think? The scene with Fury was going to happen earlier in the story, but it just didn't fit until now. I also wanted to show where Valerie was when Dark Phantom first attacked Amity Park.**

 **SO! Next chapter! Into the lair of Dark Phantom! What will the Avengers, (and Vlad), find? And what else is Vlad up to? What are his reasons for wanting to get into his old lab? And the rest of the battle between Thor and Fright Knight! (Sorry, I wanted to add more of their fight in this chapter, but it just made it way too long.)**

 **REVIEWS:**

 **Anonymous: Actually, it wasn't an error. Hela was in control; she wouldn't let either Danny or Thor be at a disadvantage.**

 **Br0kenTh0rn: Count on it!**

 **princessbinas: Oh, definitely!**

 **Kimera20: Thanks!**

 **FrostGuardianX7: They'll sure try!**

 **LooneyAces: Count on Dani appearing, again! She's... busy, searching for something for a friend. But, she'll be there, soon!**

 **Guest of honor: Sorry for the wait!**

 **EmeraldWings1992: Whoops! Crap! My bad! Thor was originally supposed to be with Black Widow, instead of Iron Man, until I changed it! Thanks!**

 **Elena-chan: Thanks! Sorry for the wait!**

 **newboy: It's true; the Avengers are more concerned with helping Danny and stopping Dark Phantom than anything, and right now, Vlad seems to be their best bet. They certainly wouldn't trust him very far, but they have no other option. And he does indeed have his own motives, that will soon come to light!**

 **Death of Snipers: Well, Sam is still nineteen only, so her parents might not appreciate her living with the Avengers, where it could be dangerous; or more so than Amity Park.**


	11. Chapter 11

**Disclaimer: All rights go to Marvel and Nickelodeon/Butch Hartman. The author of this story owns nothing; this story is for fun, not money or profit of any kind.**

 **And, blam! Another chapter, even though it's a little short! Hope you like it! Also, I'm sorry there isn't too much of Thor's battle with Fright Knight in this chapter, but the priority of this chapter was to get the Avengers inside Dark Phantom's lair.**

 **Chapter 11: Thunder and Fear, Part 2**

"I said, let go of me!" Vlad growled at Iron Man, who was still dragging Vlad by the collar. "This is uncalled for! If I still had my money, I'd sue you _so_ badly for such treatment!"

Iron Man shook his head. "Yeah, that's a real threat," he said dryly. He dropped Vlad on his rear. "Fine. Now, get us inside. That is, if you're telling the truth."

Vlad stood, and dusted himself off. "I _am_ telling the truth, Stark," he huffed. He walked over to an old rocky outcropping by the large 'Welcome to Wisconsin!' sign. In the distance was what remained of Vlad's old mansion, which was still in ruins after being destroyed, then rebuilt, then destroyed again. "Now, let's see... Ah, here we are. There is an old emergency entrance/exit out here."

He pulled off a large covering of vines, which revealed an old, rusty metal panel. "Hopefully, it's sensors are still functional, although it has been several years," Vlad muttered, mostly to himself. By this point, the other Avengers had caught up to Iron Man and Vlad. "Give me a moment, while I check the power levels. Your JARVIS computer won't be able to hack into it, I designed it with specialized tech from the Ghost Zone mixed with tech from VladCo."

"Arrogant jerk," Iron Man muttered to himself.

"Just like looking in an evil mirror, huh, Stark?" Hawkeye snickered.

"Has anyone heard from Thor?" Captain America asked.

"No," Black Widow replied. "Stark, try raising Thor on his com."

"On it," Iron Man said. "JARVIS, time to call collect. Send the bill to Thor's dad."

JARVIS ignored the joke, and patched through to Thor's communicator.

…...

In Salem, Thor was thrown through a building. Grunting, he put a finger to his ear. "What!" he shouted, answering the annoying buzzing in his ear.

" _Well, hello to you, too, sunshine,"_ came Iron Man's voice on the other end. _"What's up?"_

Thor dodged another blast from Fright Knight's eye beams. "I am a little busy at the moment, Stark," Thor growled. "What do you want?!"

" _Oh, you know,"_ Stark said casually. _"Just wanted to say hi, and to ask if you can pick up a few pizzas on your way home. Oh, and Cap and Widow want to know how your coming taking down that Fright Knight ghost."_

"I'm working on it," Thor shouted, hurling his hammer at the Knight. "But he is proving a difficult foe to vanquish."

…...

"Yeah, Thor's still busy with the Fright Knight," Iron Man reported.

"The Fright Knight?" Vlad overheard. "Why, that traitorous _cretin!_ How _dare_ he decide to help Dark Phantom over me! Tell your muscle-bound hair model that he needs to get the Knight's sword away from him, and impale it in a pumpkin! It's the only way to stop him!"

"A pumpkin?" Captain America repeated.

"Yes," Vlad said. "Surely one of you read Daniel's ghost files; the Fright Knight is the spirit of Halloween. Also, you'll be glad to hear that it still works!" He pressed another panel, and a hatch opened into a dark cavern. "It'll be a fair walk until we get into the lair, itself, but we're in."

"Good," Captain America said. "Alright, team. Let's do this. I'll take point, Stark, bring up the rear; cover our backs."

"Uh, yeah, no," Iron Man retorted. "I don't bring up anyone's rear. Besides, why don't we just have Vlad take point? It's his creepy basement."

"Because," Cap said. "Criminal, or not, he's still a civilian, and we don't put civilians in the line of fire. Now, let's move."

Soon, the Avengers were cautiously making their way down the escape tunnel, with Iron Man's armor's built in lights showing the way. The old tunnel clearly hadn't been used in some time, although, in all fairness, it was a bit difficult to tell.

"Well, this certainly screams 'Freaky Evil Lair'," Hawkeye commented. "Betcha ten bucks old Vlad, here, had an evil cat to complete the whole Bond Villain theme."

"Oh, very funny," Vlad huffed. "I'm sure you and Daniel have had quite the laughs, seeing as you two seem to have the same sense of humor. And for your information, I happened to love that cat dearly."

"Quiet, you two," Cap ordered. "There's another door up ahead."

Vlad went to work on unlocking the door, commenting that it was disguised as part of the cave wall on the other side. The door slid open with a _hiss,_ and the group slowly stepped into the chamber. It was surprisingly large, and lit with a an eerie greenish glow. The Avengers spread out to investigate the cavern, their weapons drawn and ready.

On the wall hung tattered Packers banners, and a large, broken display case near one wall held several mementos of Vlad's life, such as his autographed football, pictures of himself, and such, now only collecting dust after the years of neglect. These items, however, were the only personal items in the lair. The rest of the cavern was filled with high tech equipment, lab experiments, and so forth.

"Ah, it's good to be back, in a way," Vlad sighed wistfully, dusting off his old football.

"Don't get too comfortable, Masters," Captain America said, keeping an eye on the former billionaire. Something about the guy just made Cap unable to trust him. Not that any of the Avengers trusted him. Hawkeye and Iron Man were looking through some of the lab equipment farther in the lair.

"Some of these toys rivals yours, Stark," Hawkeye commented.

Iron Man ignored the jab, and looked over at the large screens. On them were various locations and news feeds. One even had surveillance footage from the outside of Avengers Tower. "Well, look at that," Iron Man said. "Our evil future Casper's been keeping tabs on us."

"Over here!" Black Widow suddenly called from around a corner nearby. The Avengers all ran over to where she stood, and Vlad frowned as the Avengers made haste to where their ally was, and slowly walked over to another wall nearby. He had found his opportunity and seized it, quickly finding what he had been eyeing. A cleverly concealed, tiny drawer in the wall. He quickly reached inside, grabbing the treasure within...

The Avengers, meanwhile, were all startled to see the sight in front of them. The Fenton family, along with Sam Manson and Tucker Foley! They were strapped to the wall by some sort of ectoplasmic ropes, with muzzles over their mouths made of ectoplasm, too. They appeared very tired, and a little malnourished, but otherwise unharmed aside from the few cuts and bruises. All of their eyes widened with hope at the sight of the Avengers.

"Don't worry," Iron Man said to the prisoners. "We're getting you guys outta here." He and Cap tried to rip off the binds around the hands of of Jack and Jazz, but they wouldn't budge; not without bringing the entire wall down, and the rest of the cavern with it. Iron Man grunted in frustration. "Any suggestions?"

"We have a couple anti-ghost weapons," Hawkeye suggested. "We could try those?"

"That might be dangerous," Black Widow said.

"You think it might be booby-trapped?" Cap asked.

"It's something I would do," Widow replied. "Would you want your trophies to get away or be rescued?"

"Mmmph!" came a muffled exclamation from several of the captives, most notably from Sam. The Avengers looked at them to see them furiously nodding their heads to the side. "They're trying to tell us something," Widow said, her gaze following their desperate eyes and nods to a darkened corner nearby. "Something over there..." Was that a... Fenton Thermos?

"Where's Vlad?" Hawkeye shouted, startling everyone as he drew his bow and searching the area, his sharp eyes taking in everything around them, but no sign of Vlad. He couldn't believe he let himself lose track of their criminal quarry. _'Talk about a rookie mistake,'_ he cursed himself.

"Why, I'm right here!" came Vlad's voice, as it echoed throughout the large cave. The heroes looked around, but didn't see the criminal mastermind. That's when they realized that Vlad's voice was coming from above them... They looked up to see Vlad floating above them, grinning darkly, his arms crossed in front of him But this was not the same Vlad as before!

His was wearing a white shirt and trousers, black gloves and boots, and a flowing, white cape with a large, flaring collar with red lining inside. His once silver hair and goatee were now jet black, and his hair had flared out to the sides, and now resembling a pair of horns. His skin was blue, and his teeth had grown into white vampire-like fangs, and his eyes were now completely red!

The Avengers and the captive Fentons were collectively shocked. The Avengers raised their weapons at the villain. "Masters!" Cap shouted. "You lied to us! About everything, from the very beginning! You never lost your powers; you had them all along!"

"That's Vlad _Plasmius,_ to you, Captain" Vlad corrected.

"I'll bet there is no Dark Phantom," Iron Man accused. "It's just been you, working some kind of sick scheme this whole time!"

"Oh, don't get all in a tizzy, Stark," Vlad said. "I never once lied to you! Here!" He tossed an empty vile and injector to the ground in front of them. "That vile contained a small amount of my old ghost-ridden DNA, mixed with some of Jack Fenton's Ecto-Dejecto, the same invention of Jack's that Daniel used to stabilize his clone, Danielle. It was a fail-safe I created just in case I ever lost my powers! But I never got to it, until now. Thanks to all of you!"

"So, you used us to get your powers back," Black Widow glared.

"Oh, Agent Romanoff, don't beat yourself up," Plasmius said mockingly. "My plan was so devilishly simplistic, there was no way any of you could have seen through it!

"And I never lied to you," he continued. "Dark Phantom is a very real threat, Iron Man. That was another reason I so desperately wanted to get here. I've seen just how incompetent you all are with ghosts, and I realized there was no way you could take him down without the help of a ghost! And without Daniel here, that task has fallen to _me_."

"You still want to help us?" Captain America said, a little taken aback.

"That's right, soldier-boy," Vlad said. "The enemy of my enemy is my friend, and all that."

He flew over to the prisoners, who were still shocked see Vlad, and said, "Ah, how I used to dream of something like this; seeing all of you bound and gagged for all eternity. Alas, it's time to play hero." Vlad gestured to the glowing green ropes holding the prisoners, and explained to the Avengers, "These spectral chains can only be undone by a ghost." He then floated up to Maddie Fenton, who glared at him.

"Ah, Maddie," he said dreamily. "I never forgot about you, my dear! Age has treated you _so_ well. I've always thought of you like a fine wine; you only improve with age."

"Quit messing around, Vlad," Iron Man said, keeping his repulsars aimed at the ghost. "Don't make me put you down like the sick dog you are."

" _ **Go ahead; do it!"**_ came a terrifying reply that sent icy chills down everyone's backs. Vlad's ghost sense went off, and everyone spun around to see Dark Phantom standing before them! But he had changed, as well! He no longer looked like Danny Phantom with red eyes; that disguise had been discarded. He now stood as tall as Thor, and just as muscular. His skin was blueish-green like Vlad's, and he had similar fangs.

His clothing looked like a combination of Vlad Plasmius' and Danny Phantom's attires, complete with a long serrated white cape. But the most striking feature was his hair, which was pure white flames, and his eyes were blazing red, soulless and evil.

"It'll save me the trouble of killing him, myself," Dark Phantom sneered. "You actually think you found this place without me knowing? No. I've finally got you right where I want you. And this time? This time, _none_ of you are getting away from me. Not _alive_ , anyway..."

…...

 **Boy, I really do keep putting off when Dani shows up, again, don't I? I'm sorry, I just haven't found the right place to put her in. I know what she'd up to, and what she'd going to do when she shows up, it just hasn't been the right... time, for her to show up, yet. And poor Danny is still trapped in the thermos!**

 **Anyway, let me know what you think!**

 **REVIEWS:**

 **smarcelsmail: Thank you!**

 **princessbinas: Probably Black Widow or Iron Man, although I think he views them all as irritants.**

 **NoSignalBlueScreen: I felt like Tony would be the right one to give a speech like that, since Black Widow isn't one for speeches, and Cap would be too predictable to give a speech about an ally.**

 **Guest: Thank you! I'm trying to give a little more detail!**

 **Bluebird101: Fury already knows; Natasha sent him a coded message in a previous chapter. Fury knows ghosts can duplicate, so he went to check on Coulson to make sure he wasn't possessed.**

 **GIANTPANDAMAN: I'd like to, but my schedule is all over the place!**


	12. Chapter 12

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman. The author of this story owns nothing. This story is for fun, not money or profit of any kind.**

 **Another chapter! GASP! Blame Fallout 4's Far Harbor DLC for the wait. Anyway, enjoy!**

 **Chapter 12: Fright or Die**

"This time, _none_ of you are getting away from me," Dark Phantom said. "Not _alive_ , anyway."

The Avengers and Vlad Plasmius, formerly Vlad Masters, were backed into a literal and proverbial wall. Inside Dark Phantom's cavernous lair, there was little room for an extended exchange, as some of the Avengers needed room to be effective in battle.

"Where's the _real_ Danny Phantom?" Captain America demanded, trying to prevent a fight, if possible. The question had been on all of their minds since this whole mess started, but they had been too busy trying to contain the menace posing as their friend.

"Your looking at him," Dark Phantom replied, a cruel grin on his face.

"Oh, please," Plasmius muttered. "Your an abomination from a false timeline."

"I'll deal with _you_ , soon enough, Cheese-head," Dark Phantom pointed threateningly at Vlad.

"No, you'll be dealing with all of us," Hawkeye said. He shot an arrow filled with the same toxin he had shot Dark Phantom with before, but Dark Phantom simply caught the arrow just before it reached his chest.

"I won't fall for that, again," the ghostly specter chuckled. His hand glowed, and the arrow dissolved into green goo. Without another word, he launched himself forward at inhuman speed towards the Avengers, bowling through them and knocking them to the floor.

Cap managed to land on his feet. "All right, give him everything we got," he yelled to the others.

Iron Man charged up his armored hands with an anti-ghost current; the same as in a Specter-Deflector, and tried going toe to toe with the false Phantom, while Black Widow pressed the symbol on her belt, activating her own specialized Specter-Deflector. Iron Man tried to land several blows, but Dark Phantom simply ducked each one, before blasting him away with a violent green blast from his fist.

Black Widow and Hawkeye both fired their weapons, but they experienced the same outcome. Vlad and Captain America also joined in the fray, each trying to gain the upper hand on the creature, but to know avail.

"Let's make this quick, shall we?" Dark Phantom grinned. He then split himself off into several duplicates; one for each opponent.

"As if one wasn't bad enough," Widow sneered softly, in defeat. This whole excursion had been a joke. And now, they were all likely to perish here in this damn cave. Earth's Mightiest Heroes? _'More like Earth's Mightiest Idiots,'_ she thought to herself grimly.

"Time's up," Dark Phantom said in unison with his duplicates.

"More like, _**'TIME OUT'!**_ " came an unexpected voice from seemingly everywhere at once. A blinding light filled the cave, causing everyone including Dark Phantom to shield their eyes, and in a flash, the Avengers, Vlad Plasmius, the Fenton Family, Sam Manson and Tucker Foley had _**vanished**_ from the cave!

Dark Phantom gasped and looked around in surprise, his duplicates vanishing, and he said, "No..." The surprise quickly left him, and the rage and venom filled him. He began to shake with hatred at the thought of his most despised enemy getting involved; taking his prisoners and his victory from him. His eyes widened as he looked over to see the Fenton Thermos containing Danny Phantom had also vanished! _**"No!"**_ he shouted in outrage.

" _ **CLOCKWOOOOOORRRRRRK!"**_ he bellowed as loud as he could, his ghostly wail overtaking his voice, and his lair shattered and crumbled around him; exploding in a gloriously violent fashion and leaving nothing standing. From the rubble, Dark Phantom rose, unharmed. He seethed and snarled as he levitated above the rubble, and with a demonic growl, he rocketed off into the night...

…...

Natasha Romanoff's vision slowly returned to her, and the darkness gave way to light, although she still could see little more than a blur. It was almost like waking up for the first time in the morning. She felt strangely relaxed, and vaguely recalled seeing a flash of light in... the cave? Was she dead? And the others? If so, that wasn't quite how she pictured going out.

She blinked a few times, and her vision cleared slightly, and she saw a figure with pure white hair and glowing green eyes gazing around with concern. "D-Danny?" she asked, her voice like a dry riverbed. The figure giggled, and replied, "Yeah, sort of."

Natasha frowned. That voice was too... girly to be Danny. She shook her head, and her vision finally cleared as she sat up, suddenly aware that she was wearing an odd golden medallion around her neck. She looked up at the young girl and made the connection. "Danielle, right?" she asked.

"Yup," Dani Phantom said, proudly. Dani then turned around and called, "Hey! They're awake!"

Natasha looked around to see the other Avengers, including Bruce Banner, surprisingly, all rising to their feet. They were also wearing the same kind of medallion she was wearing. Nearby, the Fentons, Tucker, Sam and Vlad all sitting up in a similar state of confusion. They were sitting on the floor of what seemed to be some kind of castle, filled with clocks of every kind. Everyone slowly rose to their feet.

"Ugh, is this Heaven?" Tony asked after removing his Iron Man helmet, slightly creeped out by his surroundings. He then glanced over to see Vlad standing near by. "Nope, guess not." Vlad shot him a glare at the comment.

Meanwhile, Dani was having a little reunion with her family. "I'm so glad you guys are okay!" she said, hugging each of them in turn.

"Same, here," Sam said. "But where were you?"

"I've been.. busy with something," the fifteen year old ghost girl said, shrugging.

"Where are we?" Steve Rogers asked.

"Looks like Clockwork's lair in the Ghost Zone," Tucker replied. "Those big clocks are kind of a dead giveaway."

"Wait a second," Jazz said. "The Ghost Zone? How did we get here?"

"I brought you here," came the answer. Clockwork entered the room, alongside Thor! "Just in time, it would seem. For those of you who haven't met me, I am Clockwork, Master of Time. And I intervened before Dark Phantom could destroy you all."

"Thor? Weren't you in Salem?" Steve asked.

"I was," Thor answered. "But Clockwork brought me here, as well."

"What about the Fright Knight?" Natasha asked.

In answer, Thor tossed a pumpkin on the floor with a green sword embedded in it. "It would seem Vlad's idea was indeed the truth," Thor said. The battle was long, but I prevailed."

"What do we do, now?" Jack Fenton asked. "That putrid monster that looks like our son is still out there!"

Clockwork floated forward, and he changed to his elderly form. "We will deal with that in a moment," he said. "But first, we have another matter to deal with. One long overdo. Danielle? If you would?"

Dani grinned, and pulled a Fenton Thermos off her belt. She pulled off the cap, and a beam of blue energy shone out, and in a flash, Danny Phantom appeared! He was hunched over on the ground, and as he rose to his feet, he had a distinctly pissed off look on his face. "Ugh," he grunted, popping his neck. "It's good to be out of that thing."

"Danny!" everyone shouted at once. Everyone began shouting and asking questions to Danny all at once, leaving the young hero looking somewhat befuddled. "Whoa, everyone, settle down!" Danny shouted, getting everyone to quiet down. "I'm okay, but we need t-" Danny stopped mid sentence when he noticed Vlad for the first time, and the two locked eyes, and Danny's expression changed from shock to anger in an instant.

" _ **YOU!"**_ Danny shouted, and grabbed Vlad by the shirt faster then one could blink, slamming his old enemy into a nearby wall. "Vlad!" Danny yelled. "How the _hell_ are you here?! How did you get back!?"

Vlad grunted at being slammed into the wall, and bared his fangs at Danny. "Well, hello to you, too, Little Badger," he growled. "It's a long story; one I have no interest in telling, again. If you want the whole story, ask your friends. But wait until _after_ we stop our future self from destroying everyone and everything!"

"Oh-ho, no, mister" Maddie interjected from nearby. "There's no way we're trusting you, not after everything you've done."

"Yeah," Jack agreed. "I left you out in space for a reason, V-man. You're evil! Give me one good reason why we shouldn't kick your butt to the curb!"

"I'm starting to like Danny's folks more and more," Barton whispered to Natasha, who frowned and gave him a hard elbow to the side.

"Danny, I know it's a lot to take in," Steve said, pulling off his mask. "But we need all the help we can get. I don't like it any more than you, but Vlad might just give us the extra edge we need when we take on Dark Phantom."

"Oh yeah," Banner said. "Because taking him on turned out _so_ well, just a few minutes ago."

"He caught us off guard, and we walked right into it," Steve continued. "Next time, we need to draw him out. And we need to hit him as hard as we can."

"That's where I come in," Clockwork said, drawing everyone's attention.

"But how?" Danny asked. "You told me that Dark Phantom exists outside of time, and that your powers wouldn't work on him?"

Clockwork sighed, and reverted to his infant form. "That is true," he admitted. "But, I saw what was going to happen, when Dark Phantom was going to attack the Fenton household. And when I knew that he would either capture you or kill you, I knew then that I would need Danielle's help acquiring a... unique artifact that may be able to turn the tide."

The ghost of time held out a metallic orb that looked like it was made from some alien technology. "I've had my eye on this instrument of time for eons, knowing I would need to one day use it," he said. "I pulled Danielle from your world just moments before he struck. I sent her to retrieve this for me, as it had been placed in a bubble where time did not exist; a place I could not venture on my own. Long story short, she found it, and returned it to me. And here we are."

"It wasn't as easy as it sounds," Dani pointed out, a pouting expression on her brow. "Do you know how cruddy it was, going where time doesn't exist?"

"What is this artifact the girl got for you?" Thor asked. "And how can it help us defeat Dark Phantom?"

Clockwork smirked, and said, "As to what it is, exactly: One day, Son of Odin, you will know all answers to all questions, but not today. As for how it can help: Let's just say, it will turn the tide of time itself."

Danny Phantom groaned in frustration. "Why are you always so cryptic?" he asked in annoyance. "You never give a clear answer!"

Clockwork ignored the question, and continued, "All you need to know is that I believe this can tip the balance in our favor. Until it's ready, the rest of you must return to Earth. The situation is growing more dire as each moment passes. Dark Phantom's active presence in the timeline is beginning to have adverse effects on time itself."

"Meaning what, exactly?" Rogers asked, some of the terms going over his head.

"After Dark Phantom's original timeline was erased, he was locked in a Fenton Thermos, and removed from time itself," Clockwork explained. "Now that he is free, and running amok, he is destabilizing the time stream. When he first broke loose, he did very little, and remained mostly underground to observe and plan, so the damage to the fabric of time was negligible."

Clockwork changed form back to an adult and scowled. "Now, that he has made his presence known, and caused a great deal of damage, it's a different story" he said. "The longer he is out there, the more the time line will suffer. Until eventually all of time unravels to the point where even I will be unable to repair it."

"Then let's move out," Stark said. "Uh, Father Time? You mind poofing us back home to finish this? Preferably in a way that we appear in a bad-ass pose, instead of passed out on the ground?"

Vlad had been unusually silent, thus far. "If Dark Phantom exists outside the time stream, then your powers will be of no effect against him, correct?" he asked. "Then how, exactly, will you be able to help, even with... whatever that thing is?"

Clockwork sighed. He reverted to an old man, and gazed down at the metallic orb in his hand. "It will work," he said. "It _must_. Or all is lost. But until I fully gain control over it's power, you must weaken Dark Phantom, and hold him off. And you must go now. He is already causing more devastation."

He pointed to his viewing bubble. It showed Amity Park had been morphed literally to a hell on Earth. Buildings were being reduced to rubble, fires raged out of control, and people were running an screaming for their lives. And in the center of it all was the cause. The ultimate enemy. Dark Phantom.

The Master of Time then turned to Danny Phantom."Your loved ones will remain here; out of danger," he said. "But you and the others must stop this monster."

The Avengers said nothing in reply, but their demeanor spoke volumes. They were ready. No more games. The end of the road had been reached, and the Avengers were prepared to do whatever it took to stop this menace. "No matter the cost, Dark Phantom _must_ be destroyed," Clockwork said. He raised his scepter. _**"TIME IN!"**_

…...

 **Boy, I seem to have mastered the art of the cliffhanger, huh? Well, only once or two chapters to go! I think you guys can guess what's in the metal orb Dani got for Clockwork, hopefully. If not, then you will find out in the next chapter! Let me know what you think!**

 **REVIEWS:**

 **Jebest4781: Thank you!**

 **KaeterinaRomanova: Ask, and you shall receive!**

 **Brenne: Sorry for the wait!**

 **GIANTPANDAMAN: (Cool name, by the way) Thank you!**

 **Molly: Thanks! I'm so sorry for the wait!**


	13. Chapter 13

**Disclaimer: All rights go to the respective owners of Marvel and Nickelodeon/Butch Hartman. The author of this story owns nothing. This story is for fun; not money or profit of any kind.**

 **HERE IT IS! THE FINAL CHAPTER!**

 **IMPORTANT! READ THIS FIRST! Part of this chapter is _DARK_. I mean, really dark. More graphic and upsetting than I usually would write. So, fair warning if anyone gets upset easily. It's not my intention to upset anyone, but most of this chapter is very dark, because, well Dark Phantom. **

**With that said, here we go!**

 **Chapter 13: Forever Fight as One**

" _ **TIME IN!"**_

In a flash of white light, the Avengers and Vlad Plasmius reappeared on Earth. Or, rather, the apocalyptic landscape that was once Amity Park. Even though it was night, the city was lit by flames, and it felt like standing in an inferno. Danny Phantom looked around at what his whole world had been reduced to, and clenched his fists in rage and sorrow as he lowered his head.

 _'This is all my fault,'_ he thought sadly. He hadn't been strong enough. Black Widow placed a gloved hand on Danny's shoulder.

"Don't go there, Danny," she said firmly, as though reading his mind. "We're going to get through this."

Before Danny could respond, a brutal, intense Ghostly Wail suddenly sounded, and everyone was thrown several feet away, landing in a heap! Even Iron Man was affected through his armor. "Trust me, you _won't_ ," came the response.

Through their blurry vision, the Avengers looked up to see the frightening silhouette of Dark Phantom standing on the burning wreckage of a building nearby, a raging inferno behind him. His serrated cape flowing, and his white flaming hair almost matching the fire raging behind him.

"The fact that your back means that Clockwork has a plan to stop me," the villain continued as the Avengers continued to struggle and groan on the ground; their senses still overloaded from the Ghostly Wail. "He never does anything by accident. And he certainly wouldn't send any of _you_ to your certain doom without reason."

Dark Phantom slowly floated down to stand before the crumpled Avengers. He placed his fists on his hips and bared his fangs. "Then again," he said. "I suppose it doesn't really matter. If I was able to take you all down at once with only _one_ Ghostly Wail, what hope does he have?"

A somewhat louder groan came from the group, but this one sounded less hurt, and more... _angry._..

Bruce Banner clutched his ears as he squirmed and groaned on the ground when his eyes shot wide open, his irises turning a whitish-green! Banner grunted as his form began to grow, and his clothes began to tear off. His skin turned green, and the Hulk rose to his feet, snarling in rage. The Gamma Giant slapped at his ears in frustration as his hearing began to clear from Dark Phantom's attack.

Hulk leveled his glare at Dark Phantom and a deep growl rose from his massive chest. Tearing off the remnant of Banner's shirt, he began to stalk towards Dark Phantom, who gave a defiant smirk. "Alright, fine," he muttered. "It's been awhile since I had a good fight. Even longer since I kicked your worthless hide, giant." Hulk roared in response, and charged his opponent.

Tony gasped inside his armor as his world started to clear. His armor's noise filters weren't strong enough to protect him fully from the Ghostly Wail. His ears were ringing, but through that, he heard a faint voice. _"Mister Stark? Sir, can you hear me?"_ came the voice of JARVIS.

"JARVIS?" Tony whispered. "Oh, buddy, am I glad to hear you. Sort of. It's all kind of fuzzy."

" _You vanished, and I was unable to contact you,"_ JARVIS explained. _"I had feared you had been killed."_

"Well, I was on the other side," Tony snorted. "You know that little project you said was ready before we went into that cave? Let's do it."

" _Of course, sir,"_ JARVIS responded. _"Activating the Iron Legion. ETA in 20 minutes."_

"Guess I'll have to make do until they arrive," Iron Man sighed. Looking over, he saw the others getting to their feet. He hauled himself to his armored feet and helped Hawkeye up.

"Unnhh, really hating that guy," Danny huffed, dusting himself off.

"Yeah, me too," Captain America agreed. "We need to end this."

"We just need to hold him off for a little while," Iron Man said. "JARVIS is sending in the cavalry."

A loud crash got everyone's attention, and they saw Hulk and Dark Phantom trading blows. Dark Phantom wasn't even turning intangible; he was simply fighting Hulk head on, a sinister smile on his face. The expression of a crazed lunatic that enjoys chaos.

"All right guys, let's do this," Danny Phantom shouted. "We hit him with everything we've got! Don't hold back. Avengers, assemble!"

"Your team has a battle cry, hilarious!" Vlad chuckled.

Hulk backhanded Dark Phantom, who grunted as he was sent flying. Hulk pressed his attack, leaping in the air with the intention of landing full on his opponent. Dark Phantom raised his hand and blasted the behemoth away with a ghost ray. As he rose to his feet, a large hammer slammed into the side of his head.

The hammer returned to it's owner's hand, and Thor raised Mjolnir in the air, causing a massive storm to brew over head. "You are truly evil," Thor said, pointing at Dark Phantom. Lightning and thunder crashed above, and rain began to pour, dousing the area and the fires raging began to die out. "And you will fall, this night."

Despite the pouring rain, Dark Phantom's white flaming hair burned bright. Snarling at being struck off guard, he growled, "Don't count on it, _Asgardian._ " He flew up at frightening speed towards the God of Thunder, who didn't flinch. Before he could reach Thor, Dark Phantom was surprised by Danny Phantom!

"Miss me, old man?" Danny said, tackling his dark mirror in mid air. The two grappled, furiously spinning in the air, trying to gain the upper hand over the other. "You've lost your touch. Your only big and bad when you can surprise someone!"

"Trust me," Dark Phantom retorted. "I'm always big and bad." He managed to free his hands and gripped the sides of Danny's head. A ghostly electric current charged through his arms and into Danny's head, causing the young hero to yell out in pain.

Hawkeye fired a keenly aimed arrow at Dark Phantom's back, which was filled with more of the chemical he had hit him with before. Dark Phantom howled in pain, and hurled Danny away. Danny landed with a thud next to where Vlad Plasmius, who had observed the exchange, was standing. Vlad cocked an eyebrow and stroked his chin as though he was pondering something.

"Fascinating," Vlad said. "That's a technique I've employed against you several times in the past. He really _is_ a true combination of us."

Danny spat out some dirt and rubbed his aching head. Scowling at his old enemy, he said," If you're gonna help, then help!" He then slowly rose to one knee, and looked at Vlad. "What are you doing, anyway? We're fighting for our lives, and your just standing here!"

"I'm observing our opponent, Daniel," Vlad replied, agitated. "If I just charge in, guns blazing like you and your Avengers, I'll be killed! Look." He pointed to the battle, where Dark Phantom was single handedly fighting the Avengers.

Black Widow fired her twin pistols, outfitted with with anti-ghost lasers, which distracted Dark Phantom long enough for Captain America to throw his shield at Thor, who swatted it with his hammer, amplifying it's strength. Dark Phantom dodged, and gave an uppercut to Hulk, staggering the beast and sending him into Iron Man.

Spinning around, he created a wave of ecto-energy that knocked Black Widow and Hawkeye several feet away. Even with what anti-ghost weapons they had, the Avengers were not making any ground. Only Thor's enchanted hammer seemed to have any real effect on Dark Phantom, and that was only on the rare occasion he wasn't able to turn intangible in time.

"You see?" Vlad said, as Dark Phantom kicked Captain America in the mid section. "While your friends are trying to duke it out, _I_ am trying to formulate a well thought out plan!"

Danny growled at Vlad. "And what 'well thought out plan' have you come up with?" he asked.

"Only one," Vlad said. "But we'll have to work together, much as that may sicken both of us."

"Fine," Danny Phantom huffed, not liking this idea, already. "What is it?"

"This," Vlad said, quickly grabbing Danny's neck before he could react. Vlad Plasmius then flew as fast as he could over the battle. As he flew overhead, he threw Danny as hard as he could right at Dark Phantom. Danny collided with Dark Phantom, knocking the two over with a thud.

"Here!" Vlad shouted to Dark Phantom from above. "Take him, but please don't hurt me! I haven't done a thing to you! In fact, once these heroes are gone, I'd love to serve you again!" Having said his piece, the slimy weasel flew away.

"Stupid, idiot cheese-head," both Danny Phantom and Dark Phantom grunted at the same time from their crumpled heap. Sharing a surprised glance, the two jumped to their feet at the same time. They both let loose a Ghostly Wail, but the resulting sound waves canceled each other out, sending each other flying back!

"Alright, enough of this," Dark Phantom said, standing up, once more. He drew another quick breath and was about to let loose another Ghostly Wail, when a barrage of repulsar bolts rained down from above! The storm of blue lasers caused a small shockwave, forcing Danny, rest of the battered, dirt smeared Avengers to leap out of the way.

Once the repulsars stopped firing, a group of twenty human-shaped drones shaped Iron Man's signature armor flew over head. They had white and blue paint schemes with golden face plates. They hovered above the area and formed a circle around the crater they had formed.

" _Reinforcements have arrived,"_ the Iron Legion said in unison in JARVIS' voice.

"Always have a surprise, don't you, Stark?" Cap asked.

"I have my share," Iron Man replied.

"Guys, we can't keep this up, much longer," Black Widow said, breathing heavily. "Danny, I hope Clockwork gets here soon, or we don't have a hope in hell. We haven't even left a scratch on him."

"We cannot surrender," Thor said. "We can't let this evil spread to the other Nine Realms. We must fight to our last breath."

"Surrender isn't in my vocabulary," Captain America said firmly.

Meanwhile, in the smoking crater, the blackened rubble shifted, and a gloved fist broke through. An angered Dark Phantom shot out of the crater, only to be once more bombarded with blue repulsar bolts from the Iron Legion. Once it was quiet, the Iron Legion ceased fire, and continued to scan for the enemy.

A massive Ghostly Wail erupted from the crater like an angry volcano. The Avengers clasped their hands to their ears, and the Iron Legion was blown away; shattered metallic pieces rained down in all directions. As the dust cleared, Dark Phantom's haunting visage floated. His cape was now tattered, and he was covered in scrapes. His gaze swept over the battlefield, as though in judgment. Without a word, he split into multiple copies of himself, one for each Avenger.

"Alright, guys," Danny said. "This is it. We either come out on top, or we die trying. Either way, it ends here."

"I don't like our odds," Hawkeye muttered.

Both sides charged at each other. Each Avenger began battling their own Dark Phantom duplicate. Danny duplicated himself as much as he could, trying to give each Avenger some ghostly backup.

The battle was quick, and fierce. The duplicates of Dark Phantom quickly overwhelmed Danny's duplicates, and Danny, himself, was overpowered by his ghastly counterpart, although he had no idea which was the real Dark Phantom. Danny's ice powers gave him a slight edge, but it wasn't enough. Dark Phantom grasped the tired Danny's throat, and held him close.

"Look," Dark Phantom whispered, as Danny struggled in his grasp, but to know avail. "Take it all in, Danny. And know that _it's all your fault!_ " Danny struggled in vain, as he was forced to watch the scene before him. _'Where is Clockwork?!'_ Danny thought in desperation!

Hawkeye shot arrow after arrow at his own enemy. But to his shock, Dark Phantom turned into a green mist, each arrow flying through his form. The green mist reformed as Dark Phantom grabbed Hawkeye, and drove his ghostly fist through the archer's chest!

"No! Clint!" Danny yelled in horror!

Iron Man noticed Clint Barton's now lifeless form collapse to the ground, but the distraction costed him. JARVIS warned him that his armor's anti-ghost energy reserves were dangerously depleted. His own enemy grabbed him and delivered a brutal slash across the chest, rending open his armor and killing him instantly.

Thor roared at the sight of his friends deaths. He gathered every ounce of his power, and slammed his hammer as hard as he could into his own opponent, vaporizing it. Not even turning intangible could save the duplicate from the raw power of the Asgardian! He then quickly hurled his hammer at the two duplicates that had killed Hawkeye and Iron Man. One dodged it, but the other one was struck head on, turning it to ash.

As he called his hammer back to him, though, he was, unfortunately, left undefended for a few precious seconds. The Son of Odin grunted, and stumbled forward as he fell to his knees. Looking down, he saw a large, sharp piece of metal jutting from his chest! The duplicate he had missed had struck a fatal blow to the mighty Thunderer. Mjolnir fell to the ground from mid air, skidding to a halt in front of Thor, as the fallen hero toppled over.

"Just like old times," Dark Phantom hissed in Danny's ear. Tears were streaming from Danny's eyes as the horrific scene unfolded. Even the Incredible Hulk had met a similar demise, as the behemoth did not posses anti-ghost tools of any kind.

Captain America fought with courage like he never had before; evading, rolling, striking where he could, but even the legendary super soldier fell to Dark Phantom's wrath, struck down by his own shield.

The only thing that had kept Black Widow alive thus far was her customized Spector Deflector. But during the battle, she had taken some her share of hits, and her Deflector had been damaged, whether from shrapnel or debris. Her eyes held the same ice-cold, emotionless glare that she once always wore every moment of her life. She had reverted back to the brutal, uncaring Black Widow that had originally emerged from the Soviet Red Room.

But as she performed a graceful roll out of the way of a particularly nasty ghost ray, another duplicate grabbed her from behind. But Widow had somehow counted on this, and stabbed a glowing green knife from her belt into her assailant's chest, causing it to wince and fade away.

"An ectoranium blade," Dark Phantom sneered. He slammed Danny Phantom face first into the ground, leaving the shattered ghost stunned. Dark Phantom made his way over to the red headed Avenger.

"You always were the one Avenger that gave me the most problems, back in _my_ timeline," he said, slowly. "Not counting Valerie, you were the last one to go down, too."

Black Widow said nothing in response, her eyes focused solely on taking down her target as she slowly circled him, her green blade raised. Dark Phantom smirked, and immediately closed the gap between them, slapping the blade from her hand!

Widow was so exhausted, physically and mentally, she couldn't even react as Dark Phantom grabbed her by the throat with one hand and lifted her up off the ground to eye level. Black Widow gasped for breath as the menace glared at her. Then, he said, "I guess history _does_ repeat itself!"

Everything seemed to happen in slow motion for Danny, who had risen to one knee. Black Widow shifted her eyes to look at Danny one final time. Tears were flowing from Danny's eyes, as his eyes met her's. A sickening snap resounded over the area, as Danny flinched away, sobbing quietly as Dark Phantom tossed Black Widow's body aside.

Dark Phantom strode over, standing above his counterpart. Danny remained on one knee as he hugged himself, his body shaking with grief. "You know," Dark Phantom said. "I thought I would have something important to say; some grand, gloating 'I told you so' speech to give, when the time came to end you. But, I don't."

He roughly picked Danny up by the collar, and cocked his glowing fist back. "All I have to say," he continued. "Is the last thing you said to me, before you locked me in that damn thermos: _Time's up!_ Urk!" Dark Phantom gasped in pain, a look of shock and dread crossing his features.

"Not quite yet," came a stern voice from behind Dark Phantom, who dropped Danny. Danny gazed up, and saw Clockwork standing behind Dark Phantom! His arm was intangible, and sticking inside Dark Phantom's back!

Danny also noticed that Clockwork's staff had been heavily modified, and the small clock on the top was glowing with a bright green glow; a small vivid green gem sitting firmly in the center, surrounded by strange wiring.

Clockwork removed his hand from Dark Phantom's back, and as the villain turned to attack Clockwork, the master of time swung his staff and expertly nailed Dark Phantom in the head. The blow shattered one of his fangs and sent him flying a short distance.

Spitting ectoplasm from his mouth, Dark Phantom glared at Clockwork. He clutched his chest with one hand, and rose to his feet shakily, and whispered, "What did you do to me?"

"An old trick I learned from, surprisingly, you," Clockwork replied changing form into an old man. He pulled out a time medallion from his belt. "I used one of these. Nice, hmm? Fused _inside_ you. Intangible, and unreachable. Normally, it wouldn't have worked, but my power has been upgraded, thanks to this." Clockwork raised his staff, showing off the new gem in the center.

"This is the Time Stone," Clockwork continued. "The original source of time, and in all of creation, with this, _nothing_ is impossible. And now that the medallion in your chest has been amplified by it's power, even _you_ cannot escape time itself!"

A look of fear appeared on Dark Phantom's face. "No," he whispered, his voice shaking. "Th- that means-"

"You're now a part of time, once more," Clockwork finished for him, a victorious smile crossing his features as he changed into an adult. "Which also means, you must now face me."

Dark Phantom glared at his nemesis. A look of grim acceptance appeared in his eyes; the look of a man with nothing to lose. "Fine," he snarled. Pointing at Danny, he continued, "But he will never be the same. Ever. He's finally broken. Even if I get destroyed, I accomplished what I set out to do. I destroyed the Avengers, and brought this world to it's knees. And he will _always_ know that he couldn't do a thing to stop it. He shares the blood on my hands. He _is_ me!"

With that, he charged Clockwork, who raised his staff and a massive cone of pure time-energy blasted from it. Reality itself seemed to warp inside the cone, as Dark Phantom bellowed in agony. Time seemed to be flowing faster, and at the same time looked like it was going backwards.

Dark Phantom was being torn asunder, warping, changing, appearing as both a teenager, and an adult, and back again; all the while, yelling in agony and rage. Clockwork grunted under the strain, and seemed to be slowly giving way, until he redoubled his efforts. Danny watched in awe as the scene unfolded. He had never seen such a level of power, nor had he ever seen Clockwork look in trouble.

Even Clockwork, himself, a being; _the_ being that was able to control time _itself_ , was struggling to control the raw power of the Time Stone. As Dark Phantom bellowed, reality seemed to be shifting around them. Danny had seen enough of how time worked to know that if this continued, reality could be undone. Destroying a creature that existed outside of time, one that had caused so much damage to the time stream, was no easy feat, even with a time medallion inside him.

"No," Danny Phantom muttered. He would _not_ let it end this way. He would _not_ let Dark Phantom win. He jumped to his feet and flew to Clockwork's side.

"What are you doing?" Clockwork shouted over the rippling and buckling of time.

"Helping," Danny shouted back. "In case you haven't noticed, everything's falling apart!" Before Clockwork could respond, Danny grabbed the staff to help steady it for Clockwork, hoping to add what meager power he possessed.

The moment he touched Clockwork's scepter, however, Danny immediately gasped and his eyes widened. His hands locked around the scepter. His vision changed, and he saw a mirage of sparkling white light, and images began to flood past, blurry at first, but slowly clearing.

 _'Wh- what is this?'_ Danny wondered, in awe and fright. He was beginning to have serious doubts about this decision. But, it wouldn't have been the first time he made dumb choices without thinking.

 _It's everything. From everywhere, Daniel. Don't be afraid. You are seeing things how I normally see them. From above, and all the twists and turns time may or may not take. Everything you are seeing is how time plays out in, not just our universe, but_ every _universe._

The voice was Clockwork's, but Danny couldn't see him. _'Clockwork? I can't make sense of any of this! I only wanted to stop my jerky future self!'_ Danny replied. He seemed to be floating, without form, witnessing other timelines, and events from history; events from his own past and future, and the events of other's.

 _You are witnessing time itself. You were right. I did need your help, to fix what has happened. Don't fight it. Calm yourself. Let go of the trauma you have witnessed. Let time flow. Focus._

Danny listened and relaxed his mind, and events flowed past more clearly. He saw his childhood, when he first met Sam and Tucker. He saw Jazz, his parents. He saw when he first got his powers, but then, something strange happened. That one pivotal moment seemed to then branch off time into different paths.

He saw himself as a teenage villain, a criminal, with red eyes, and being hunted by police. He then saw a different scene of himself exiting the Ghost Portal without being harmed; no powers, nothing. He then saw himself as an older man, with kids playing at his feet, and then he saw Sam, with silvering hair standing nearby. _'Wait, I'm gonna have grand kids?'_ Danny thought confused.

Another scene unfolded where he saw himself as a 15 year old, standing with a group of what he assumed were other super heroes with bright costumes, all standing around a table.

One wore a blue suit with a red cape and a large yellow 'S' on his chest. Another wore dark blue; almost black with a yellow bat symbol on his chest. A tall woman stood by Danny with long black hair and wearing a red, white and blue bikini (at least, that's what it looked like to Danny), a man wearing bright red from head to toe with yellow lightning accents stood next to her. A man wearing green, stood next to another man and woman with wings, and a taller blonde woman with a red cape slung over her shoulder. _'What is this?'_ Danny wondered. _'Who are they?'_

The scene shifted to show Danny, around seventeen, standing in some sort of warehouse with a serious steam-punk theme. Danny's eyes looked sad, but happy, too. He was talking to a girl with short red hair and goggles on her head and purple gloves on her hands, who was carrying some sort of old junk. Nearby, a man and woman seemed to be arguing with an older guy with glasses.

That scene faded away, and Danny saw himself yet again as a teen, in a mansion walking beside an older bald man in a wheelchair. They walked past a man with large sideburns and a woman with red hair. As they walked further through the mansion, he saw other kids of varying ages, using... powers? _'Is this some sort of school for kids with powers?'_

More scenes went by, one with Danny riding in a yellow Camero, driving beside a red semi-truck with blue flames that... turned into a robot? Another with Danny running across a roof top in New York with a woman in a red leather jacket, and they ran up to a... big, purple... gargoyle?

The scene vanished, and was replaced with Danny standing on a dark rooftop in New York, alongside a young woman with a black leather jacket and jet black hair. She had a beer bottle in her hand, and had a perpetual look that said, "screw you". Nearby, a man in a red and black outfit with devil horns on his mask stood with his arms crossed.

Another showed Danny, around age twenty four, arguing with a woman with dark hair, holding an apple. Danielle was between the two, trying to calm them both down. Nearby, a man in an expensive, dark suit, leaned on a walking stick, and the man had an amused smirk on his face. _'What the hell is all this?'_

 _Danny, focus! You are letting it overwhelm you! The Time Stone is growing unstable! Focus on_ this _timeline!_ Your _timeline!_

If he could have shook his head to clear it, Danny would have. Clockwork was right. He focused all his thoughts on his world, his time. Dark Phantom... His attention rocked back to where they were. He saw Dark Phantom, writhing, still fighting. He shared a glance with Clockwork, who nodded, and they managed to focus all the Time Stone's energy on the villain.

Dark Phantom gave one last inhuman roar, before being reduced to a withered old man. He continued to age until all that was left was dust. Dark Phantom was no more, and the time medallion that was inside him fell to the ground!

Clockwork and Danny gasped, and the Time Stone's energy stopped flowing out of Clockwork's staff, and reality snapped back to normal. They both panted, and Danny fell to the ground, exhausted. "It's over," Danny said. But his voice was laced with sadness, grief and bitterness. He looked over at the bodies of the Avengers; his friends, as well as the ruins of the city he loved. The threat was over, but at a horrible cost. How many had died?

Clockwork gave Danny a sad gaze, and then glanced at the Time Stone. "No," he said. "It's not over just yet, my friend." Raising his staff once more to the heavens, he yelled, _**"TIME OUT!"**_

Danny noticed he was now wearing a time medallion, and the world shifted around him, before everything went dark...

…...

" _ **TIME IN!"**_

Danny's eyes shot open, and he sat up with a gasp. He realized he was no longer wearing the time medallion. He looked around, and he was on the roof of a skyscraper. Panting, he looked over the edge to see... Amity Park? It wasn't a war-torn hellscape! It looked downright normal! Danny took in the sight, and gave a sigh. Behind him, he heard a noise. More like a gasp. Specifically, the gasp of a startled man.

Danny spun around to see...

Tony Stark! He was sitting up, missing his armor, and looking around in confusion! The other Avengers were also sitting up nearby, in equal confusion! They were alive! Banner, Clint, Steve, Natasha, Thor! All of them! The others were all wearing time medallions, that soon faded away. They began to rise to their feet and saw Danny staring in shock, frozen in place.

His mouth was agape, and his eyes were wide in disbelief . "Kid? You okay?" Steve Rogers asked, concerned.

Danny shook his head, and ran over to the Avengers, quickly giving them each a huge hug, much to their confusion. "Ugh, not really the hugging type," Tony groaned.

"You're okay!" Danny shouted with glee, ignoring Tony's comment. "All of you! You're not dead!"

"Yeah, why wouldn't we be?" Banner asked. Then, a look of grim realization crossed all of their faces.

"Wait, a second," Clint said, rubbing his forehead.

"Were we not just fighting Dark Phantom?" Thor asked.

"Danny, what happened?" Natasha asked.

"Clockwork happened," Danny said. "We won. With his help. But, you guys... you died."

"We died?" Steve asked.

"Yeah," Danny said, still shaken up. "Dark Phantom had us beat, and killed all of you. Almost killed me. But... somehow, Clockwork fixed everything. He and I destroyed Dark Phantom with the Time Stone, and then... he must have used it to turn back time; and fixed everything. I'm not sure, really.

"But all that matters is that everything seems to be alright," Danny sighed. "Finally."

"That's right," came the voice of Clockwork, surprising the Avengers. His signature portal opened, and he floated through. He had a smile on his face, and shifted into his infant form. "I couldn't let Earth's Mightiest Heroes perish, nor could I allow so many lives to be lost.

"After the two of us destroyed Dark Phantom," the Time Master continued. "He was truly removed from existence with finality. And, I was finally able to repair the damage he had caused. Using the Time Stone, I was able to set things right. Now, it's as if Dark Phantom never existed in the first place."

Clint shook his head. "Ugh, all this talk about time hurts my head," he moaned, with most of the Avengers sharing the sentiment. "Way beyond me. We beat the bad guy, right?"

"Correct," Clockwork said.

"Good enough for me," Clint nodded, satisfied. "Let's just leave it at that."

"But, we all still remember what he did, and us fighting him," Banner mentioned, causing Clint to groan. "If you made it so he never existed, how can we remember him?"

"I left those memories as a reminder for you," Clockwork said. "A lesson learned, even if you don't realize it."

"Told you he was cryptic," Danny muttered.

"Oh, my new friends!" came a surprising voice from behind the large satellite on the roof. Vlad Plasmius nervously walked out into view, a worried look on his face.

"Oh, I knew we could stop that menace together," he said, shakily chuckling. "I always believed in team work! First and foremost!"

The Avengers and Clockwork all glared at Vlad, remembering clearly how he turned tail and ran the first chance he got. Vlad chuckled nervously. Maybe trying to butter them up wasn't such a good idea...

"What do we do with him?" Natasha asked.

Danny smirked. "I think I might have an idea..."

…...

Hela, ruler of Helheim, sat on her throne in boredom. She rested her head on one hand and lazily looked at her fingernails as two ghostly skeletons bashed at each other with swords.

Suddenly, a green portal opened above, and a man with a white cape and green skin came unceremoniously crashing down to the ground at her feet. "Hey, Hela," called a voice from above. She looked up to see Danny Phantom poking his head through the portal he had made.

"I seem to remember you saying you've always wanted a half-ghost to keep you entertained," he continued. "Well, here you go! Vlad, this is Hela! Hela, Vlad Masters, aka Vlad Plasmius! I think you two fruitloops would be a really good fit together! Have fun!"

With that, the portal closed, and Hela leaned forward with a smile on her face. Vlad looked up, worry on his face.

"Bring me my best warriors!" Hela shouted. "Let's see how you fair in combat!"

"Oh, cheese logs," Vlad whimpered.

…...

Later, the team had regrouped at Avengers Tower. They were weary from what had happened. Although, only Danny remembered seeing his team die in front of him. They had JARVIS check every media site he could, but found no trace of Danny Phantom being a wanted criminal, nor any instances of crime in Amity Park. Even Maria Hill didn't know what they were talking about.

Danny didn't care. He was just so happy they were alive, and that everything was over. It felt like a new beginning. A fresh start. He was standing out on the balcony, watching the sun set. Inside, Stark and Banner were in the lab, talking about the Iron Legion and upgrades to be made. Steve was in the gym, and Clint was on couch. Thor was somewhere around, too.

Natasha walked out to the balcony. "So," she said. "What's next?"

"What do you mean?" Danny asked, not following.

"I know that look," she replied. "It's the look of someone who's homesick."

Danny sighed. "Yeah," he said. "I'm heading home, for the time being. Taking some time off. I need to get back to my roots. Start fresh. Plus, I miss Sam. Badly." It was true. He hadn't seen her in _way_ too long. And this whole experience had left a bitter taste in his mouth. He had taken his loved ones for granted.

Natasha nodded. "Well," she said "You'll always have a place on the team, Danny. Don't worry about us. We'll be fine. Not every bad guy we face will be a Dark Phantom. At worst, we'll be taking on the rest of HYDRA's goons, at least that's what Steve and Thor want us focused on."

Danny's expression fell. He still felt guilty, on some level, for everything that had happened. And even though it had ended alright, Dark Phantom was still him, or a version of him, at least.

Natasha put a hand on his shoulder. "Stop," she said. "He's gone. And he _wasn't_ you. You're a good person. And, you're my friend. Not a lot of people can claim that."

Danny smiled at that. "Good point," he chuckled. Although she still wasn't very open with people, Natasha only let her guard down around people she trusted. Danny was lucky to count himself as one of them. He gave her a hug, and transformed into his Phantom form. Giving Natasha one last smile, he took off into the sky, heading home.

As he flew at top speed, he could feel it in his bones. Everything was going to be alright, this time. He arrived back in Amity Park in record time. He landed on the door step, turned back into Danny Fenton, and walked in. Inside, his parents were working on some contraption in the kitchen. Jazz and Dani were both sitting on the couch; Jazz reading a medical journal, and Dani was reading comic books.

Also in the living room were Sam and Tucker, who jumped up to greet their old friend. "Danny, your here!" Sam exclaimed happily. They shared a kiss, and Danny held her a little tighter than usual.

"I've missed you, Sam," he whispered in her ear.

"Good to see you, dude," Tucker said. "How ya been?"

Danny looked around at everyone, and smiled softly.

"Danny, what's wrong?" Sam asked.

"Nothing," Danny said. "Nothing's wrong. It's just good to be home. So, what's happened here, while I was away?"

As he listened to his friends and family talk, he never felt more at home.

…...

Clockwork watched the scene unfold from his lair. Danny's loved ones had no memory of Dark Phantom's return. It was for the best. A smile crossed his face. Everything was the way it's supposed to be. Time was restored. All was right.

"Clockwork!" came a shout from outside his castle.

The Master of Time sighed. Of course, they would show up. The door opened, and the two Observants floated through, their large eyeball heads staring accusingly at him. "Care to explain yourself?" the demanded.

"Not particularly," Clockwork replied. "But I know you won't leave until I do." He turned around to face them, changing forms into an old man. "Yes, it's true. Dark Phantom escaped and nearly caused the end of the world, for the second time. Worse, he nearly undid the time stream, itself."

"We told you he and his younger self were your responsibility," one of them scolded. "But you failed to keep them in check!"

"We told you the boys should have been destroyed the first time," said the other.

"And I endeavored to find a different path," Clockwork replied calmly. "A better path."

"'Better'?!" the Observants yelled in unison. "Were you not aware of how many people died because of your foolishness? And then you altered time _again_ to bring them all back!"

"And then, to top it all off, you used the single most forbidden artifact of time, the Time Stone," one said.

"And what of it?" Clockwork scowled, crossing his arms. "Everything is the way it's supposed to be. Time has been reset, Dark Phantom is destroyed, and the world is still intact. And that's all I have to say on the matter. Now, leave."

The Observants glanced at one another. "Very well," one said. "But we must know-"

"What did you do with the Time Stone?" the other finished, noticing that Clockwork's staff had reverted back to it's original state.

"I put it right where it needs to be," Clockwork said, cryptically.

"You, more than anyone, knows what that would be capable of in the wrong hands," the Observant said.

Clockwork lowered his gaze. He knew all to well what the Time Stone, and the rest of the Infinity Stones, would be used for, one day. And by whom. But, that was a tale for the future. "Of course I do," he said.

Turning back to the Observants, he smirked, and then said, "I know everything."

The Observants then exited Clockwork's castle, leaving the Ghost of Time to his musings. He glanced over at the end table where the Fenton Thermos that once held Dark Phantom used to sit, now empty. Smiling, he placed a new clock on the dusty table, and calmly returned to his vigil.

Clockwork knew Danny would overcome his demon. He knew the coming years would be difficult, and wrought with danger. He also knew that, in any universe, good always triumphs over adversity. And for the Avengers, their trials of protecting the Earth had only just begun.

No matter the danger, no matter the problems and personal squabbles, no matter the roster, the Avengers would always stand assembled. As one.

 _ **END**_

 **The Avengers will return**

...

 **So, I hope you enjoyed my story! It took much longer than I had originally hoped, but it all worked out. I'm also taking a break from Avengers/DP for the moment, so I can put more focus into my other two stories. I hope you also enjoyed my little story Easter eggs! I've always wanted to do something like that, and I think it worked out well!**

 **And, most importantly, a big thank you to all of you who read and reviewed my story! Thank you all so much for being so awesome!**


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